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OTC Crypto Purchase Agreement

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Introduction

Newton OTC Inc. ("Newton OTC", "we", "us" or "our") is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44) and operates an over-the-counter (“OTC”) crypto asset desk for orders of a minimum size of C$30,000, whereby crypto assets purchased from Newton OTC are "immediately delivered”.  

In consideration for permitting your access to our website, and services and other good and valuable consideration, you agree as follows:

These terms of use (the "Terms") provided in this agreement (this “Agreement”) form a legally binding agreement which govern your access to and use of our website (the "Website") our web-based digital asset platform, and any related corresponding Android, iPhone (iOS) and Apple Watch (WatchOS) applications, and our telephonic or online OTC trading services (collectively the "Service"). Our Website and web-based Service are hosted at https://newton.co/otc.  Aside from any application programming interface (“API”) we may grant access to, you are not permitted to access or interact with the from any other source.

THESE TERMS HAVE PROVISIONS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU. ‍

By using our Website and Service, you, the user ("you" or "your"), represent and warrant that (i) you are at least 18 years old; (ii) you are a Canadian citizen or Canadian resident, who ordinarily resides in Canada; (iii) you are not a US citizen; (iv) you are not on any Canadian or US government list of prohibited, sanctioned or restricted persons;  and (v) you have read and understand these Terms and agree to be bound by them. Unless the above representations and warranties are true, you are not permitted to establish an account (an "Account") with us or otherwise use our Service.

If you are using the Website or Service on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to these Terms for that organization and representing and warranting that you have the authority to bind that organization to these Terms.  In such a case, "you" and "your" will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Newton.

For good and valuable consideration, and in consideration for Newton OTC agreeing to offer the Services to you, you agree to the following terms and conditions:

Section 1.1 Trading. During the term of this Agreement, transactions may be executed via (a) a request to purchase or sell a specified crypto asset (a “Trade Request”) process or (b) through a selection of a streaming price provided through a Trading Portal (a “TP”), if made available to you.

  1. Execution Via a Trade Request. You (the “Requesting Party”) may provide to Newton OTC (the “Responding Party”) a Trade Request via telephonic and/or electronic communication (including via Whatsapp chat, a Telegram or any other form of chat communication that Newton OTC has deemed acceptable). Upon receipt of a Trade Request, the Responding Party may provide to the Requesting Party a price (which may be denominated in a fiat currency or another crypto asset) at which it is willing to sell or purchase (as the case may be) a specified quantity of such crypto asset (a “Price Quote”). The Requesting Party must accept a Price Quote within the expiry time, as defined by Newton OTC from time to time, otherwise the Price Quote will be deemed to be rejected and expire and no transaction may be effective in accordance with the Price Quote. If Requesting Party accepts the Price Quote, a transaction will be deemed to have been executed, on the terms set forth in the Price Quote, only at the time Responding Party confirms the execution (a “Confirmation of Execution”) via electronic and/or telephonic communication. If Responding Party does not provide a Confirmation of Execution, the Price Quote shall be deemed to be rejected and expire, and no transaction shall be effected in accordance with such Price Quote. Following the Confirmation of Execution, Responding Party shall send to Requesting Party a trade confirmation confirming the terms of the purchase or sale (“Trade Confirmation”), including (1) the crypto asset to be purchased or sold; (2) the amount of such crypto asset to be purchased or sold (the “Specified Cryptocurrency”); (3) the total amount to be paid by the purchaser to the seller for the purchase of the Specified Cryptocurrency (the “Payment Amount”); and (4) the Settlement Date.  

b. Execution Via Selection of Streaming Prices. Newton OTC may, but is not obligated to, make an API available to you to assist in facilitating communications, information sharing, and the execution of transactions. In the event that you submit an order for the purchase or sale of a crypto asset based on a price streaming provided through the API, a transaction will only be deemed to have been executed at the time Newton OTC confirms the execution (a “Transaction Confirmation”) via the API or another method. Following the Transaction Confirmation, Newton OTC shall provide a Trade Confirmation to you confirming the terms of the purchase or sale.

Section 1.2 Settlement. For each transaction, you or Newton OTC, as the case may be, will sell, transfer and deliver, and the other Party will purchase, all right, title and interest in and to the Specified Cryptocurrency, respectively, in accordance with methods of settlement set forth in the relevant Trade Confirmation and as detailed below.

a. Transfer and Delivery Process. Unless otherwise agreed to by the Parties,

I. Your Initial Obligations. On or prior to the Settlement Date, (1) where you are the

purchaser, you shall transfer, or cause to be transferred, the Payment Amount to Newton OTC by transfer of immediately available funds to the account designated by Newton OTC or, for

crypto assets, to the applicable location, wallet, address, account or storage device (the “Newton

OTC Wallet”) or (2) where you are the seller, you shall transfer, or cause to be

transferred, the Specified Cryptocurrency to Newton OTC by transfer of immediately available

crypto assets to the applicable Newton OTC Wallet.

II. Newton OTC Subsequent Obligations. Following receipt of the Payment Amount or receipt of the

Specified Cryptocurrency by Counterparty, Newton OTC shall either (i) where Newton OTC is the

seller, deliver, or cause to be delivered, the Specified Cryptocurrency to Counterparty by transfer of

crypto assets to the to the applicable location, wallet, address, account or storage device (the

“Counterparty Wallet”), or (ii) where Newton OTC is the purchaser, transfer or cause to be transferred, the Payment Amount to Counterparty, by transfer of immediately available funds to the account designated by you or crypto assets to the applicable Counterparty Wallet.

III. Erroneous Payments. Where Newton OTC or the Counterparty have transferred crypto asset or fiat currency to the other party in error, e.g., in excess of the Payment Amount, the party receiving such erroneous payment (the “Receiving Party”) shall endeavor to return the excess fiat or crypto asset to the sender who erroneously made such payment (the “Sending Party”), as soon as practicable. The Sending Party shall bear any wire or transaction fees associated with returning the erroneous payment.

IV. Pre-Funding. Notwithstanding anything to the contrary herein, Newton OTC may take any measure it reasonably deems necessary to mitigate the risk of any loss to Newton OTC arising from or related to a transaction with you, including but not limited to requiring full up-front payment of any amounts due to Newton OTC prior to engaging in a transaction with you.

b. Batch Settlement. The Parties may elect to net and settle all transactions executed on any day or during a specified time period at one time (a “Batch Settlement”). The Trade Confirmation will indicate whether the Parties have elected a Batch Settlement process and the details surrounding such settlement or any additional, bespoke terms that have been agreed upon between the Parties.  

c. Escrow Provider. The Parties may elect to utilize a third-party escrow, custodian or banking partner (an “Escrow Provider”) to affect the settlement of a transaction via an escrow arrangement pursuant to the terms and conditions established by such Escrow Provider.

d. Counterparty Net Open Position Limit. Prior to entering into the first transaction pursuant to the terms of this Agreement, the Parties may agree attempt a test of a de minimis amount of crypto assets to ensure that the intended wallets are being used or the Parties may agree to the maximum net open position the Counterparty is allowed (the “NOP Limit”). For purposes of the foregoing, “net open position” means the current dollar value of the sum of all outstanding unsettled trades. In the event NOP Limit is exceeded, the Parties shall be restricted from entering into transactions and they agree to immediately settle all or a certain portion of the transactions outstanding to reduce the NOP to an agreed upon amount.

e. Trade Details. You acknowledge and agree that it is your responsibility to review any Trade Confirmations immediately upon receipt and that:

i.  With respect to the records of any trade disputes with respect to quantity, currency, price, crypto asset, etc., the official records shall be the records of the recorded audio call or, if there was no recorded audio call and the trade was made solely by Telegram or Whatsapp chat, the records of that chat.;

ii. In the event of a recorded call being corrupted or having audio issues, Newton OTC will use its written records to confirm the details of a trade;

iii. You will raise any issues or disputes regarding a trade or the particulars set out in the Trade Confirmation within three (3) business days of receiving the Trade Confirmation.

Section 1.3 Authorized Users. If you are a natural person, you shall be the only authorized user on your Account and Newton OTC will only accept trade instructions from you.  If you are a corporation, you agree to identify each individual authorized to enter into transactions for and on your behalf on Exhibit C (each, an “Authorized User”).  You agree to promptly notify Newton OTC in writing of any changes or update to your list of Authorized Users, including notifying Newton OTC if any Authorized User is no longer authorized to act on your behalf.

Section 1.4 Term. This Agreement shall remain in effect until terminated in writing by either Party; provided, however, that any termination shall not affect the Parties’ obligations with respect to any transactions entered into prior to such termination.

ARTICLE II. DEFINITIONS

Section 2.1 In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings specified in this Article II:

“Cryptocurrency Network” shall mean the peer-to-peer computer network that governs the transfer of the applicable Cryptocurrency.

“CCASL” shall mean the Consolidated Canadian Autonomous Sanctions List of individuals and entities subject to specific sanctions regulations made under the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Act, as updated from time to time.

“Counterparty Purchased Cryptocurrency” shall mean the number and type of crypto asset Counterparty is obligated to purchase from Newton OTC pursuant to a Trade Confirmation.

“Newton OTC Purchased Cryptocurrency” shall mean the number and type of crypto asset Newton OTC is obligated to purchase from Counterparty pursuant to a Trade Confirmation.

“Foreign Bank” shall mean an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the Canadian branches or agencies of a foreign bank.

“Foreign Shell Bank” shall mean a Foreign Bank without a Physical Presence in any country but does not include a regulated affiliate.

“Non-Cooperative Jurisdiction” shall mean any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which Canada is a member and with which designation the Canadian representative to the group or organization continues to concur. See http://www.fatf-gafi.org

for FATF’s list of non-cooperative countries and territories.

“OFAC” shall mean the United States Office of Foreign Assets Control. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/offices/enforcement/ofac/.

“Person” shall mean any individual, corporation, partnership, association, limited liability company, trust, estate or other entity, either individually or collectively.

“Physical Presence” shall mean a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities.

“Settlement Date” shall mean the date of the Trade Confirmation, or a later date as may be mutually agreed upon between you and Newton OTC and confirmed in writing. In no event will the Settlement Date exceed two (2) business days from the date of the Trade Confirmation.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

Section 3.1 Newton OTC represents and warrants to you, as of the date hereof and on each Settlement Date:

a. Newton OTC is a corporation duly organized, validly existing and in good standing under the laws of Canada. Newton OTC has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Newton OTC of this Agreement, the performance by Newton OTC of its obligations hereunder and the consummation by Newton OTC of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of Newton OTC.

b. This Agreement has been duly executed and delivered by Newton OTC and (assuming due authorization, execution and delivery by you), this Agreement constitutes a valid and legally binding obligation of Newton OTC, enforceable against Newton OTC in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally.

c. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Newton OTC is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which Newton OTC is a party.

d. Neither Newton OTC, nor any Person who controls Newton OTC or any Person for whom Newton OTC is acting as an agent or nominee, as applicable (1) bears a name that appears on either the CCASL or the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time; (2) is a Foreign Shell Bank; or (3) resides in or whose subscription funds are transferred from or through an account in a Non-Cooperative Jurisdiction.

e. With respect to any Counterparty Purchased Cryptocurrency, Newton OTC sells, transfers and delivers to you, Newton OTC is the lawful owner of such Counterparty Purchased Cryptocurrency with good and marketable title thereto, and Newton OTC has the absolute right to sell, assign, convey, transfer and deliver such Counterparty Purchased Cryptocurrency. Such Counterparty Purchased Cryptocurrency is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.

f. Newton OTC is the lawful owner of each Newton OTC Wallet and has good title thereto. Each Newton OTC Wallet is owned and operated solely for the benefit of Newton OTC, and no Person, other than Newton OTC, has any right, title or interest in any Newton OTC Wallet.

Section 3.2 You hereby represent and warrant to Newton OTC, as of the date hereof and on each Settlement

Date:

You have all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Your execution and delivery of this Agreement, the performance by you of your obligations hereunder and the consummation by you of the transactions contemplated hereby have been duly authorized by all requisite company action on your part.

a. This Agreement has been duly executed and delivered by Counterparty and (assuming due authorization, execution and delivery by Newton OTC), this Agreement constitutes a valid and legally binding obligation of you, enforceable against you in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally.

b. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which you is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which you are a party.

c. Neither you, nor any of your affiliates, or any Person for whom you are acting as an agent or nominee, as applicable (1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time; (2) is a Foreign Shell Bank; or (3) resides in or whose subscription funds are transferred from or through an account in a Non-Cooperative Jurisdiction.

d. With respect to any Newton OTC Purchased Cryptocurrency, you sell, transfer and deliver to Newton OTC, you are the lawful owner of such Newton OTC Purchased Cryptocurrency with good and marketable title thereto, and you have the absolute right to sell, assign, convey, transfer and deliver such Newton OTC Purchased Cryptocurrency. Such Newton OTC Purchased Cryptocurrency is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.

e. You are the lawful owner of each Counterparty Wallet, and have good title thereto. Each Counterparty Wallet is owned and operated solely for your benefit, and no Person, other than you, has any right, title or interest in any Counterparty Wallet.

f. You agree, understand and acknowledge that (i) Newton OTC engages in the bilateral purchase and sale of crypto assets, including any such transaction contemplated by this Agreement, solely on a proprietary basis; (ii) if Newton OTC transacts with you it does so solely on a bilateral basis; and (iii) Newton OTC is not providing and will not provide any fiduciary, advisory, exchange or other similar services with respect to you, any person related to or affiliated with you, or any transaction subject to this Agreement. You further agree, represent and warrant that (x) you are solely responsible for any decision to enter into a transaction subject to this Agreement, including the evaluation of any and all risks related to any such transaction; and (y) in entering into any such transaction, you have not relied on any statement or other representation of Newton OTC other than as expressly set forth herein.

ARTICLE IV

EVENTS OF DEFAULT

Section 4.1 Events of Default. Each of the following shall be deemed an “Event of Default” by you:

a. You or any of its affiliates fails to comply with any provision of, or perform any obligation under, this Agreement or any other agreement with Newton OTC or any of its affiliates, including its obligation to deliver to Newton OTC any crypto asset or Payment Amount when due;

b. Any representation or warranty made by you is not or ceases to be true or correct in any material respect;

c. You have instituted against you a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted and either (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief of the making of an order for its winding-up or liquidation, or (ii) is not dismissed, discharged, stayed or restrained, in each case within sixty (60) days of the institution or presentation thereof;

d. You or any of your affiliates are unable to pay their debts as they become due; or

e. Any regulatory authority with jurisdiction over you suspends the conduct of your business or revokes any material authorizations, memberships, licenses or other similar approvals.

Section 4.2 Remedies. Upon the occurrence of an Event of Default, Newton OTC shall have the right, in its sole discretion, to take any of the following actions:

a. Cancel and terminate any transaction that has not yet settled and require you to pay Newton OTC an amount reasonably determined by Newton OTC to compensate it for any and all losses, costs, expenses, and fees incurred in connection with such cancelled trade, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position.

b. Set off and net any obligations of Newton OTC to you against any obligations of you or your affiliates to Newton OTC;

c. Terminate any or all of Newton OTC’s obligations for future performance to you; and

d. Take such other actions as Newton OTC, in its sole discretion, deems necessary or appropriate for its protection, all without notice or advertisement.

ARTICLE V

TERMS OF USE

Section 5.1 Limitation of Liability. NEITHER NEWTON OTC NOR ANY OF ITS OWNERS, OFFICERS, AFFILIATES, EMPLOYEES AND AGENTS (EACH A “NEWTON OTC PARTY”) SHALL BE LIABLE TO YOU FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT OR TORT, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY USE OF THE TELEPHONIC OR ELECTRONIC INFORMATION PROVIDED THROUGH APPLICABLE SOURCE. IN NO EVENT WILL ANY NEWTON OTC PARTY BE LIABLE TO COUNTERPARTY OR ANY THIRD PARTY FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT (INCLUDING LOST PROFITS AND TRADING LOSSES AND DAMAGES) OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT.

ARTICLE VI.

MISCELLANEOUS

Section 6.1 Amendments; Waivers. The provisions of this Agreement may be amended only if the other Party has consented in writing to such amendment, action or omission. No such consent with respect to any such action or omission shall operate as a consent to, waiver of, or estoppel with respect to, any other or subsequent action or omission. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or

further exercise thereof or the exercise of any other right, remedy or power provided herein or by law or at equity.

Section 6.2 Assignment; Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors, heirs, personal representatives, and permitted assigns. You may not assign or delegate its rights or obligations hereunder without the prior written consent of Newton OTC, which may be withheld in Newton OTC’s sole discretion.

Section 6.3 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

Section 6.4 Descriptive Headings and Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Unless otherwise indicated, references to Articles and Sections herein are references to Articles and Sections of this Agreement.

Section 6.5 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable in such Province, without giving effect to the principles of conflicts of law thereof. Any controversy, claim or dispute arising out of or relating to this Agreement or the breach thereof shall be settled solely and exclusively by binding arbitration in Toronto, Ontario and such arbitration shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules, with the following exceptions to such rules if in conflict: (a) each Party to the arbitration will pay an equal share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (b) arbitration may proceed in the absence of any Party if written notice of the proceedings has been given to such Party. Each Party shall bear its own legal fees and expenses. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any

action at law or equity.

IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE

THEN EACH PARTY , (i) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES, AND (ii) SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF COURTS OF THE PROVINCE OF ONTARIO AND EACH PARTY AGREES NOT TO

INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION.

Each Party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in the courts referred to in this Section 6.6.

Section 6.7 Confidentiality.

Each of Newton OTC and you hereby agrees to not disclose, and to otherwise keep confidential, the transactions contemplated hereby, the existence or nature of any relationship between the Parties, the name of the other Party or the fact that the Parties engaged in any transaction (“Confidential Information”), provided, however, that each Party may disclose Confidential Information to its directors, officers, members, employees, agents, affiliates, and professional advisers or to financial institutions providing services to a Party in connection with any applicable anti-money laundering or compliance requirements . If either Party is required by law, rule or regulation, or advised by legal counsel to disclose such information (the “Required Party”), the Required Party will, to the extent legally permissible, provide the other Party (the “Subject Party”) with prompt written notice of such requirement so that such Subject Party may seek an appropriate protective order or waive compliance with this Section

6.7. The Subject Party shall promptly respond to such request in writing by either authorizing the disclosure or advising of its election to seek such a protective order, or, if such Subject Party fails to respond promptly, such disclosure shall be deemed approved. The confidentiality obligations set forth in this Section 6.7 shall survive the termination or expiration of this Agreement.  

Section 6.8 Privacy Policy and Information Sharing

Newton OTC uses your personal information in accordance with these Terms and our privacy policy, which is available online at https://newton.co/privacy.html as amended from time to time (the “Privacy Policy”).  By using our Website and Service, you consent to such processing, and you represent that all information provided by you is accurate.‍‍‍

You hereby give explicit and informed consent for Newton OTC to share Personal Information (as defined in the Privacy Policy) with Newton Crypto Ltd. (“NCL”). This data will be retained by NCL as is required to satisfy regulatory requirements as a registered “money services business” with FINTRAC, and for the purposes of providing services you, as well as to help Newton OTC and NCL to develop, enhance, provide, and inform you of other services, products, or promotions offered by NCL.  

Section 6.9 Acknowledgement of Newton OTC as being separate and apart from NCL

Notwithstanding anything to the contrary in this Agreement, you expressly acknowledge and agree that:

  1. Newton OTC operates an entirely separate service from NCL and under separate terms and conditions;
  2. Unlike NCL, Newton OTC is not a registrant under Canadian securities laws and many of the protections which apply to an account on NCL’s platform do not apply to an Account with Newton OTC; and
  3. Crypto assets purchased through Newton OTC are purchased for “immediate delivery” to a wallet address that you control, and you cannot custody or otherwise hold assets at Newton OTC.

Section 6.10 Entire Agreement.

This Agreement and each Purchase Order executed on or after the date hereof contain the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, written or oral, among the Parties with respect thereto.

Section 6.11 Counterparts.

This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be an original, but all such counterparts taken together shall constitute one and the same instrument. Transmission by telecopy, email or other form of electronic transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.

Section 6.12 Notices, Consents, etc.

Any notices, consents or other communications required or permitted to be sent or given hereunder by either of the Parties shall in every case be in writing and shall be deemed properly served if (i)

delivered personally, (ii) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (iii) delivered by a recognized overnight courier service or (iv) sent via email, to the Parties, at the addresses as set forth below or at such other addresses as may be furnished in writing.

a. If to Newton OTC, to:

Newton OTC Inc.

180 John Street

Toronto, Ontario

M5T 1X5

Attention: Newton OTC

Email: otcnotices@newton.co

b. If to you, to the address and/or email address on file with Newton OTC

Date of service of such notice shall be (w) the date such notice is personally delivered or sent by email, (x) three (3) business days after the date of mailing if sent by certified or registered mail, or (y) one (1) business day after date of delivery to the overnight courier if sent by overnight courier.

Section 6.13 Third Party Beneficiaries and Assignment.

a. The terms and provisions of this Agreement are intended solely for the benefit of each Party and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

b. Newton OTC may assign all or any of its rights or transfer all or any of its rights, obligations and liabilities under this Agreement to any of its affiliates.

​​We reserve the right in our sole discretion to revise this policy, which shall be posted on the Website and/or Service.

Section 6.14 Cancelling Your Account or use of the Services

We reserve the right to suspend or cancel your Account or access to our Website or Service at any time, with or without cause, and with or without notice, in our sole and absolute discretion.  In particular, and without limiting the generality of the foregoing, we may suspend your Account, or cease processing transactions, if we have any security, AML, compliance or fraud-related concerns regarding your Account.  We make no representation or warranty as to the ongoing availability of our Website and Service.  The cancellation, suspension or termination of access to our Website or Service shall not terminate this agreement. In accordance with our regulatory obligations, specific data related to the account will be retained for a period of time, as defined by our obligations under applicable laws and regulations.

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Introduction

Newton OTC Inc. ("Newton OTC", "we", "us" or "our") is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44) and operates an over-the-counter (“OTC”) crypto asset desk for orders of a minimum size of C$30,000, whereby crypto assets purchased from Newton OTC are "immediately delivered”.  

In consideration for permitting your access to our website, and services and other good and valuable consideration, you agree as follows:

These terms of use (the "Terms") provided in this agreement (this “Agreement”) form a legally binding agreement which govern your access to and use of our website (the "Website") our web-based digital asset platform, and any related corresponding Android, iPhone (iOS) and Apple Watch (WatchOS) applications, and our telephonic or online OTC trading services (collectively the "Service"). Our Website and web-based Service are hosted at https://newton.co/otc.  Aside from any application programming interface (“API”) we may grant access to, you are not permitted to access or interact with the from any other source.

THESE TERMS HAVE PROVISIONS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU. ‍

By using our Website and Service, you, the user ("you" or "your"), represent and warrant that (i) you are at least 18 years old; (ii) you are a Canadian citizen or Canadian resident, who ordinarily resides in Canada; (iii) you are not a US citizen; (iv) you are not on any Canadian or US government list of prohibited, sanctioned or restricted persons;  and (v) you have read and understand these Terms and agree to be bound by them. Unless the above representations and warranties are true, you are not permitted to establish an account (an "Account") with us or otherwise use our Service.

If you are using the Website or Service on behalf of, or in the employ of, an organization (corporation, trust, partnership, etc.), you are agreeing to these Terms for that organization and representing and warranting that you have the authority to bind that organization to these Terms.  In such a case, "you" and "your" will also refer to that organization and yourself individually. For greater clarity, both you as an individual and your organization are legally bound by these Terms which form an agreement between you and Newton.

For good and valuable consideration, and in consideration for Newton OTC agreeing to offer the Services to you, you agree to the following terms and conditions:

Section 1.1 Trading. During the term of this Agreement, transactions may be executed via (a) a request to purchase or sell a specified crypto asset (a “Trade Request”) process or (b) through a selection of a streaming price provided through a Trading Portal (a “TP”), if made available to you.

  1. Execution Via a Trade Request. You (the “Requesting Party”) may provide to Newton OTC (the “Responding Party”) a Trade Request via telephonic and/or electronic communication (including via Whatsapp chat, a Telegram or any other form of chat communication that Newton OTC has deemed acceptable). Upon receipt of a Trade Request, the Responding Party may provide to the Requesting Party a price (which may be denominated in a fiat currency or another crypto asset) at which it is willing to sell or purchase (as the case may be) a specified quantity of such crypto asset (a “Price Quote”). The Requesting Party must accept a Price Quote within the expiry time, as defined by Newton OTC from time to time, otherwise the Price Quote will be deemed to be rejected and expire and no transaction may be effective in accordance with the Price Quote. If Requesting Party accepts the Price Quote, a transaction will be deemed to have been executed, on the terms set forth in the Price Quote, only at the time Responding Party confirms the execution (a “Confirmation of Execution”) via electronic and/or telephonic communication. If Responding Party does not provide a Confirmation of Execution, the Price Quote shall be deemed to be rejected and expire, and no transaction shall be effected in accordance with such Price Quote. Following the Confirmation of Execution, Responding Party shall send to Requesting Party a trade confirmation confirming the terms of the purchase or sale (“Trade Confirmation”), including (1) the crypto asset to be purchased or sold; (2) the amount of such crypto asset to be purchased or sold (the “Specified Cryptocurrency”); (3) the total amount to be paid by the purchaser to the seller for the purchase of the Specified Cryptocurrency (the “Payment Amount”); and (4) the Settlement Date.  

b. Execution Via Selection of Streaming Prices. Newton OTC may, but is not obligated to, make an API available to you to assist in facilitating communications, information sharing, and the execution of transactions. In the event that you submit an order for the purchase or sale of a crypto asset based on a price streaming provided through the API, a transaction will only be deemed to have been executed at the time Newton OTC confirms the execution (a “Transaction Confirmation”) via the API or another method. Following the Transaction Confirmation, Newton OTC shall provide a Trade Confirmation to you confirming the terms of the purchase or sale.

Section 1.2 Settlement. For each transaction, you or Newton OTC, as the case may be, will sell, transfer and deliver, and the other Party will purchase, all right, title and interest in and to the Specified Cryptocurrency, respectively, in accordance with methods of settlement set forth in the relevant Trade Confirmation and as detailed below.

a. Transfer and Delivery Process. Unless otherwise agreed to by the Parties,

I. Your Initial Obligations. On or prior to the Settlement Date, (1) where you are the

purchaser, you shall transfer, or cause to be transferred, the Payment Amount to Newton OTC by transfer of immediately available funds to the account designated by Newton OTC or, for

crypto assets, to the applicable location, wallet, address, account or storage device (the “Newton

OTC Wallet”) or (2) where you are the seller, you shall transfer, or cause to be

transferred, the Specified Cryptocurrency to Newton OTC by transfer of immediately available

crypto assets to the applicable Newton OTC Wallet.

II. Newton OTC Subsequent Obligations. Following receipt of the Payment Amount or receipt of the

Specified Cryptocurrency by Counterparty, Newton OTC shall either (i) where Newton OTC is the

seller, deliver, or cause to be delivered, the Specified Cryptocurrency to Counterparty by transfer of

crypto assets to the to the applicable location, wallet, address, account or storage device (the

“Counterparty Wallet”), or (ii) where Newton OTC is the purchaser, transfer or cause to be transferred, the Payment Amount to Counterparty, by transfer of immediately available funds to the account designated by you or crypto assets to the applicable Counterparty Wallet.

III. Erroneous Payments. Where Newton OTC or the Counterparty have transferred crypto asset or fiat currency to the other party in error, e.g., in excess of the Payment Amount, the party receiving such erroneous payment (the “Receiving Party”) shall endeavor to return the excess fiat or crypto asset to the sender who erroneously made such payment (the “Sending Party”), as soon as practicable. The Sending Party shall bear any wire or transaction fees associated with returning the erroneous payment.

IV. Pre-Funding. Notwithstanding anything to the contrary herein, Newton OTC may take any measure it reasonably deems necessary to mitigate the risk of any loss to Newton OTC arising from or related to a transaction with you, including but not limited to requiring full up-front payment of any amounts due to Newton OTC prior to engaging in a transaction with you.

b. Batch Settlement. The Parties may elect to net and settle all transactions executed on any day or during a specified time period at one time (a “Batch Settlement”). The Trade Confirmation will indicate whether the Parties have elected a Batch Settlement process and the details surrounding such settlement or any additional, bespoke terms that have been agreed upon between the Parties.  

c. Escrow Provider. The Parties may elect to utilize a third-party escrow, custodian or banking partner (an “Escrow Provider”) to affect the settlement of a transaction via an escrow arrangement pursuant to the terms and conditions established by such Escrow Provider.

d. Counterparty Net Open Position Limit. Prior to entering into the first transaction pursuant to the terms of this Agreement, the Parties may agree attempt a test of a de minimis amount of crypto assets to ensure that the intended wallets are being used or the Parties may agree to the maximum net open position the Counterparty is allowed (the “NOP Limit”). For purposes of the foregoing, “net open position” means the current dollar value of the sum of all outstanding unsettled trades. In the event NOP Limit is exceeded, the Parties shall be restricted from entering into transactions and they agree to immediately settle all or a certain portion of the transactions outstanding to reduce the NOP to an agreed upon amount.

e. Trade Details. You acknowledge and agree that it is your responsibility to review any Trade Confirmations immediately upon receipt and that:

i.  With respect to the records of any trade disputes with respect to quantity, currency, price, crypto asset, etc., the official records shall be the records of the recorded audio call or, if there was no recorded audio call and the trade was made solely by Telegram or Whatsapp chat, the records of that chat.;

ii. In the event of a recorded call being corrupted or having audio issues, Newton OTC will use its written records to confirm the details of a trade;

iii. You will raise any issues or disputes regarding a trade or the particulars set out in the Trade Confirmation within three (3) business days of receiving the Trade Confirmation.

Section 1.3 Authorized Users. If you are a natural person, you shall be the only authorized user on your Account and Newton OTC will only accept trade instructions from you.  If you are a corporation, you agree to identify each individual authorized to enter into transactions for and on your behalf on Exhibit C (each, an “Authorized User”).  You agree to promptly notify Newton OTC in writing of any changes or update to your list of Authorized Users, including notifying Newton OTC if any Authorized User is no longer authorized to act on your behalf.

Section 1.4 Term. This Agreement shall remain in effect until terminated in writing by either Party; provided, however, that any termination shall not affect the Parties’ obligations with respect to any transactions entered into prior to such termination.

ARTICLE II. DEFINITIONS

Section 2.1 In addition to the capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings specified in this Article II:

“Cryptocurrency Network” shall mean the peer-to-peer computer network that governs the transfer of the applicable Cryptocurrency.

“CCASL” shall mean the Consolidated Canadian Autonomous Sanctions List of individuals and entities subject to specific sanctions regulations made under the Special Economic Measures Act and the Justice for Victims of Corrupt Foreign Officials Act, as updated from time to time.

“Counterparty Purchased Cryptocurrency” shall mean the number and type of crypto asset Counterparty is obligated to purchase from Newton OTC pursuant to a Trade Confirmation.

“Newton OTC Purchased Cryptocurrency” shall mean the number and type of crypto asset Newton OTC is obligated to purchase from Counterparty pursuant to a Trade Confirmation.

“Foreign Bank” shall mean an organization that (i) is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the Canadian branches or agencies of a foreign bank.

“Foreign Shell Bank” shall mean a Foreign Bank without a Physical Presence in any country but does not include a regulated affiliate.

“Non-Cooperative Jurisdiction” shall mean any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which Canada is a member and with which designation the Canadian representative to the group or organization continues to concur. See http://www.fatf-gafi.org

for FATF’s list of non-cooperative countries and territories.

“OFAC” shall mean the United States Office of Foreign Assets Control. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/offices/enforcement/ofac/.

“Person” shall mean any individual, corporation, partnership, association, limited liability company, trust, estate or other entity, either individually or collectively.

“Physical Presence” shall mean a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities.

“Settlement Date” shall mean the date of the Trade Confirmation, or a later date as may be mutually agreed upon between you and Newton OTC and confirmed in writing. In no event will the Settlement Date exceed two (2) business days from the date of the Trade Confirmation.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

Section 3.1 Newton OTC represents and warrants to you, as of the date hereof and on each Settlement Date:

a. Newton OTC is a corporation duly organized, validly existing and in good standing under the laws of Canada. Newton OTC has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Newton OTC of this Agreement, the performance by Newton OTC of its obligations hereunder and the consummation by Newton OTC of the transactions contemplated hereby have been duly authorized by all requisite company action on the part of Newton OTC.

b. This Agreement has been duly executed and delivered by Newton OTC and (assuming due authorization, execution and delivery by you), this Agreement constitutes a valid and legally binding obligation of Newton OTC, enforceable against Newton OTC in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally.

c. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which Newton OTC is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which Newton OTC is a party.

d. Neither Newton OTC, nor any Person who controls Newton OTC or any Person for whom Newton OTC is acting as an agent or nominee, as applicable (1) bears a name that appears on either the CCASL or the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time; (2) is a Foreign Shell Bank; or (3) resides in or whose subscription funds are transferred from or through an account in a Non-Cooperative Jurisdiction.

e. With respect to any Counterparty Purchased Cryptocurrency, Newton OTC sells, transfers and delivers to you, Newton OTC is the lawful owner of such Counterparty Purchased Cryptocurrency with good and marketable title thereto, and Newton OTC has the absolute right to sell, assign, convey, transfer and deliver such Counterparty Purchased Cryptocurrency. Such Counterparty Purchased Cryptocurrency is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.

f. Newton OTC is the lawful owner of each Newton OTC Wallet and has good title thereto. Each Newton OTC Wallet is owned and operated solely for the benefit of Newton OTC, and no Person, other than Newton OTC, has any right, title or interest in any Newton OTC Wallet.

Section 3.2 You hereby represent and warrant to Newton OTC, as of the date hereof and on each Settlement

Date:

You have all necessary power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. Your execution and delivery of this Agreement, the performance by you of your obligations hereunder and the consummation by you of the transactions contemplated hereby have been duly authorized by all requisite company action on your part.

a. This Agreement has been duly executed and delivered by Counterparty and (assuming due authorization, execution and delivery by Newton OTC), this Agreement constitutes a valid and legally binding obligation of you, enforceable against you in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally.

b. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any statute, regulation, rule, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which you is subject or conflict with, violate or constitute a default under any agreement, debt or other instrument to which you are a party.

c. Neither you, nor any of your affiliates, or any Person for whom you are acting as an agent or nominee, as applicable (1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time; (2) is a Foreign Shell Bank; or (3) resides in or whose subscription funds are transferred from or through an account in a Non-Cooperative Jurisdiction.

d. With respect to any Newton OTC Purchased Cryptocurrency, you sell, transfer and deliver to Newton OTC, you are the lawful owner of such Newton OTC Purchased Cryptocurrency with good and marketable title thereto, and you have the absolute right to sell, assign, convey, transfer and deliver such Newton OTC Purchased Cryptocurrency. Such Newton OTC Purchased Cryptocurrency is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights.

e. You are the lawful owner of each Counterparty Wallet, and have good title thereto. Each Counterparty Wallet is owned and operated solely for your benefit, and no Person, other than you, has any right, title or interest in any Counterparty Wallet.

f. You agree, understand and acknowledge that (i) Newton OTC engages in the bilateral purchase and sale of crypto assets, including any such transaction contemplated by this Agreement, solely on a proprietary basis; (ii) if Newton OTC transacts with you it does so solely on a bilateral basis; and (iii) Newton OTC is not providing and will not provide any fiduciary, advisory, exchange or other similar services with respect to you, any person related to or affiliated with you, or any transaction subject to this Agreement. You further agree, represent and warrant that (x) you are solely responsible for any decision to enter into a transaction subject to this Agreement, including the evaluation of any and all risks related to any such transaction; and (y) in entering into any such transaction, you have not relied on any statement or other representation of Newton OTC other than as expressly set forth herein.

ARTICLE IV

EVENTS OF DEFAULT

Section 4.1 Events of Default. Each of the following shall be deemed an “Event of Default” by you:

a. You or any of its affiliates fails to comply with any provision of, or perform any obligation under, this Agreement or any other agreement with Newton OTC or any of its affiliates, including its obligation to deliver to Newton OTC any crypto asset or Payment Amount when due;

b. Any representation or warranty made by you is not or ceases to be true or correct in any material respect;

c. You have instituted against you a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted and either (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief of the making of an order for its winding-up or liquidation, or (ii) is not dismissed, discharged, stayed or restrained, in each case within sixty (60) days of the institution or presentation thereof;

d. You or any of your affiliates are unable to pay their debts as they become due; or

e. Any regulatory authority with jurisdiction over you suspends the conduct of your business or revokes any material authorizations, memberships, licenses or other similar approvals.

Section 4.2 Remedies. Upon the occurrence of an Event of Default, Newton OTC shall have the right, in its sole discretion, to take any of the following actions:

a. Cancel and terminate any transaction that has not yet settled and require you to pay Newton OTC an amount reasonably determined by Newton OTC to compensate it for any and all losses, costs, expenses, and fees incurred in connection with such cancelled trade, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position.

b. Set off and net any obligations of Newton OTC to you against any obligations of you or your affiliates to Newton OTC;

c. Terminate any or all of Newton OTC’s obligations for future performance to you; and

d. Take such other actions as Newton OTC, in its sole discretion, deems necessary or appropriate for its protection, all without notice or advertisement.

ARTICLE V

TERMS OF USE

Section 5.1 Limitation of Liability. NEITHER NEWTON OTC NOR ANY OF ITS OWNERS, OFFICERS, AFFILIATES, EMPLOYEES AND AGENTS (EACH A “NEWTON OTC PARTY”) SHALL BE LIABLE TO YOU FOR ANY LOSS, COST, DAMAGE OR OTHER INJURY, WHETHER IN CONTRACT OR TORT, ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY USE OF THE TELEPHONIC OR ELECTRONIC INFORMATION PROVIDED THROUGH APPLICABLE SOURCE. IN NO EVENT WILL ANY NEWTON OTC PARTY BE LIABLE TO COUNTERPARTY OR ANY THIRD PARTY FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT (INCLUDING LOST PROFITS AND TRADING LOSSES AND DAMAGES) OR SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT.

ARTICLE VI.

MISCELLANEOUS

Section 6.1 Amendments; Waivers. The provisions of this Agreement may be amended only if the other Party has consented in writing to such amendment, action or omission. No such consent with respect to any such action or omission shall operate as a consent to, waiver of, or estoppel with respect to, any other or subsequent action or omission. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or

further exercise thereof or the exercise of any other right, remedy or power provided herein or by law or at equity.

Section 6.2 Assignment; Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors, heirs, personal representatives, and permitted assigns. You may not assign or delegate its rights or obligations hereunder without the prior written consent of Newton OTC, which may be withheld in Newton OTC’s sole discretion.

Section 6.3 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

Section 6.4 Descriptive Headings and Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. Unless otherwise indicated, references to Articles and Sections herein are references to Articles and Sections of this Agreement.

Section 6.5 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable in such Province, without giving effect to the principles of conflicts of law thereof. Any controversy, claim or dispute arising out of or relating to this Agreement or the breach thereof shall be settled solely and exclusively by binding arbitration in Toronto, Ontario and such arbitration shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules, with the following exceptions to such rules if in conflict: (a) each Party to the arbitration will pay an equal share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (b) arbitration may proceed in the absence of any Party if written notice of the proceedings has been given to such Party. Each Party shall bear its own legal fees and expenses. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any

action at law or equity.

IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE

THEN EACH PARTY , (i) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES, AND (ii) SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF COURTS OF THE PROVINCE OF ONTARIO AND EACH PARTY AGREES NOT TO

INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION.

Each Party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in the courts referred to in this Section 6.6.

Section 6.7 Confidentiality.

Each of Newton OTC and you hereby agrees to not disclose, and to otherwise keep confidential, the transactions contemplated hereby, the existence or nature of any relationship between the Parties, the name of the other Party or the fact that the Parties engaged in any transaction (“Confidential Information”), provided, however, that each Party may disclose Confidential Information to its directors, officers, members, employees, agents, affiliates, and professional advisers or to financial institutions providing services to a Party in connection with any applicable anti-money laundering or compliance requirements . If either Party is required by law, rule or regulation, or advised by legal counsel to disclose such information (the “Required Party”), the Required Party will, to the extent legally permissible, provide the other Party (the “Subject Party”) with prompt written notice of such requirement so that such Subject Party may seek an appropriate protective order or waive compliance with this Section

6.7. The Subject Party shall promptly respond to such request in writing by either authorizing the disclosure or advising of its election to seek such a protective order, or, if such Subject Party fails to respond promptly, such disclosure shall be deemed approved. The confidentiality obligations set forth in this Section 6.7 shall survive the termination or expiration of this Agreement.  

Section 6.8 Privacy Policy and Information Sharing

Newton OTC uses your personal information in accordance with these Terms and our privacy policy, which is available online at https://newton.co/privacy.html as amended from time to time (the “Privacy Policy”).  By using our Website and Service, you consent to such processing, and you represent that all information provided by you is accurate.‍‍‍

You hereby give explicit and informed consent for Newton OTC to share Personal Information (as defined in the Privacy Policy) with Newton Crypto Ltd. (“NCL”). This data will be retained by NCL as is required to satisfy regulatory requirements as a registered “money services business” with FINTRAC, and for the purposes of providing services you, as well as to help Newton OTC and NCL to develop, enhance, provide, and inform you of other services, products, or promotions offered by NCL.  

Section 6.9 Acknowledgement of Newton OTC as being separate and apart from NCL

Notwithstanding anything to the contrary in this Agreement, you expressly acknowledge and agree that:

  1. Newton OTC operates an entirely separate service from NCL and under separate terms and conditions;
  2. Unlike NCL, Newton OTC is not a registrant under Canadian securities laws and many of the protections which apply to an account on NCL’s platform do not apply to an Account with Newton OTC; and
  3. Crypto assets purchased through Newton OTC are purchased for “immediate delivery” to a wallet address that you control, and you cannot custody or otherwise hold assets at Newton OTC.

Section 6.10 Entire Agreement.

This Agreement and each Purchase Order executed on or after the date hereof contain the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, written or oral, among the Parties with respect thereto.

Section 6.11 Counterparts.

This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be an original, but all such counterparts taken together shall constitute one and the same instrument. Transmission by telecopy, email or other form of electronic transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart.

Section 6.12 Notices, Consents, etc.

Any notices, consents or other communications required or permitted to be sent or given hereunder by either of the Parties shall in every case be in writing and shall be deemed properly served if (i)

delivered personally, (ii) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (iii) delivered by a recognized overnight courier service or (iv) sent via email, to the Parties, at the addresses as set forth below or at such other addresses as may be furnished in writing.

a. If to Newton OTC, to:

Newton OTC Inc.

180 John Street

Toronto, Ontario

M5T 1X5

Attention: Newton OTC

Email: otcnotices@newton.co

b. If to you, to the address and/or email address on file with Newton OTC

Date of service of such notice shall be (w) the date such notice is personally delivered or sent by email, (x) three (3) business days after the date of mailing if sent by certified or registered mail, or (y) one (1) business day after date of delivery to the overnight courier if sent by overnight courier.

Section 6.13 Third Party Beneficiaries and Assignment.

a. The terms and provisions of this Agreement are intended solely for the benefit of each Party and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other Person.

b. Newton OTC may assign all or any of its rights or transfer all or any of its rights, obligations and liabilities under this Agreement to any of its affiliates.

​​We reserve the right in our sole discretion to revise this policy, which shall be posted on the Website and/or Service.

Section 6.14 Cancelling Your Account or use of the Services

We reserve the right to suspend or cancel your Account or access to our Website or Service at any time, with or without cause, and with or without notice, in our sole and absolute discretion.  In particular, and without limiting the generality of the foregoing, we may suspend your Account, or cease processing transactions, if we have any security, AML, compliance or fraud-related concerns regarding your Account.  We make no representation or warranty as to the ongoing availability of our Website and Service.  The cancellation, suspension or termination of access to our Website or Service shall not terminate this agreement. In accordance with our regulatory obligations, specific data related to the account will be retained for a period of time, as defined by our obligations under applicable laws and regulations.

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