Last Modified: October 19, 2018
Newton Crypto Ltd. is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44) in Canada. In consideration for permitting your access to our website and online services and other good and valuable consideration, you agree as follows:
These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of Newton Crypto Ltd.'s, ("we", "us" or "our") website (the "Website") our online crypto currency exchange and corresponding iPhone (iOS), Apple Watch (WatchOS) and any other applications for platforms which we may subsequently offer (the "Service"). The Website and web-based Service are hosted at https://newton.co and other domains and sub-domains. The iPhone and Apple Watch applications, which for part of the Service, are available for download on the Apple App Store.
IN THESE TERMS, THERE ARE PROVISIONS WHICH LIMIT OUR LIABILITY AND IMPOSE OBLIGATIONS ON YOU. YOU MUST REVIEW THESE TERMS, ALONG WITH ANY POLICIES INCORPORATED BY REFERENCE, BEFORE USING THE WEBSITE AND SERVICE.
By using our Website and Service, you, the user ("you" or "your"), represent and warrant that (i) you are of the age of majority; (ii) you are a resident of Canada; and (iii) you have read and understand these Terms and agree to be bound by them. If you are not of the age of majority, not a Canadian resident or do not agree to these Terms, you are not permitted to establish an account or use our Service.
If you are using the Website and/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 Crypto Ltd.
As our Website and Service continue to change, we may, at any time, revise these Terms and our policies by updating this page or the page hosting the relevant policy. The date of the last version of these Terms is posted above. As you are bound by these Terms each time you visit our Website or use our Service, you are responsible for periodically reviewing the amendments to these Terms and you are deemed to have accepted and agreed to such amendments by accessing and using the Website and Service after such amendments have been posted. If you do not agree with the amendments, you must immediately stop accessing the Website and Service and terminate your account, subject to the provision of these Terms. We may also undertake to send you notice of any changes to the Terms or policies via email or otherwise.
Our Service operates as an online platform for storing, buying and selling crypto currencies, which as of the last date of these Terms, include Bitcoin, Ethereum, Ripple, Bitcoin Cash, Stellar Lumens, USD Coin, and Litecoin (the “Platform Currencies” and each a “Platform Currency”). We may add additional crypto currencies to the platform. You agree that these Terms shall apply to any additional crypto currencies added to our Service.
Upon establishing an account, we grant you a non-transferable, non-exclusive license to access the Service in accordance with these Terms. However, we reserve the right to revoke that license and your access to our Website and Service without cause or justification.
Account Not Transferable, Updating Your Account & Security
If you establish an account with us, access to your account is not transferrable and is only intended for the individual or entity that established the account. As a result, you are not permitted to change the name associated with your account. If you wish to change your address registered with us, we will ask you to provide information to verify your address change including such supporting documents as specified on the Website, or in our correspondence with you.
Upon setting up an account, you will be required to create a username and password. You are responsible for safeguarding the password you use to access the Website and Service and you agree not to disclose your password to any third party. You agree you are responsible for any activity on your account, whether or not you authorized that activity. However, you must immediately notify us of any unauthorized use of your account for us to take appropriate security measures.
For the security of your account, you will be required to provide a cell phone number used for two-factor authentication. You agree to only provide a cell phone number that is registered in Canada under your own name, which matches the name on your account.
Transferring Platform Currencies to and from your Account
Upon establishing an account, you will be able to transfer Platform Currencies to and from your account using a unique wallet address. It is your responsibility to ensure that any incoming or outgoing Platform Currencies are sent to the correct wallet address. Your failure to do so may result in the loss of such Platform Currencies. Without limiting any other section of these Terms which restrict or limit our liability, you agree that we shall not be held liable or responsible for any damages or losses, howsoever caused, which you suffer, arising from or in any way related to Platform Currencies being sent to the wrong wallet address.
To buy Platform Currencies, you will be required to fund your account.
To facilitate depositing and withdrawing funds, we use third-party providers, Flinks Technology Inc. (“Flinks”) and Plaid Inc. (“Plaid”). Flinks and Plaid use an application programming interface (“API”) and other integration features to connect with your bank or financial institution (collectively your “Bank”). Upon doing so, Flinks and Plaid provide us with your Bank account information, including for example, the name associated with your Bank account, the institution, transit and account numbers, account balance, as well as other information.
You acknowledge that the Flinks and Plaid services may not be endorsed or approved for your use by your Bank. Accordingly, it is your responsibility to ensure that you are authorized to provide your Bank account login credentials to Flinks and Plaid via our Website or Service. Without limiting any other section of these Terms which restrict or limit our liability, you agree that we shall not be held liable or responsible for any damages or losses, howsoever caused, which you suffer, arising from or in any way related to you providing your Bank account information and login credentials to Flinks, Plaid or any other third party, whether via our Website, Service or otherwise.
You agree that you are not permitted to fund your account with funds or Platform Currencies which you hold for or on behalf of any third party. Nor are you permitted to fund your account with Platform Currencies or funds which you have borrowed from a third party.
You are only permitted to use our Service with a Bank account bearing the same legal name and address used to register your account on the Service. You are not permitted to use a joint Bank account with our Service, and you are only able to fund your account via direct debits from your corresponding Bank account authenticated on the Service.
You agree that any order placed from your account and confirmed by the Service shall be final and is not refundable.
In some cases, the Service may be unable to facilitate the buying or selling of Platform Currencies on a timely basis, or at all, if the accessible market for any Platform Currency has insufficient liquidity or corresponding orders.
Once Plaid or Flinks provides us with your Bank account information, you agree that we and our third-party payment processors and financial institutions are authorized to use that information to process direct debits and credits to and from your Bank account. Such authorization is granted by you in order to facilitate deposit and withdrawal requests made from within your account on the Service, for the amounts specified in your account. It is your responsibility to ensure that sufficient funds are available in your Bank account for each transaction.
The authorization to make direct debits and credits to your Bank account shall remain in effect until you provide us with, and we confirm in writing, the cancellation of such authorization and the termination of your account on the Service. You may contact us at firstname.lastname@example.org to do so.
To the extent you grant us pre-authorization to debit your Bank account in these Terms (above), you have certain recourse rights if any debit does not comply with this agreement. For example, you have the right to receive reimbursement for any debit that is not authorized in accordance with this agreement. To obtain more information on your recourse rights, contact your financial institution or visit www.cdnpay.ca.
We use third parties to process all direct debit and credit transactions with your Bank. We make no representations or warranties as to deposit and withdrawal timeframes or the ongoing availability of direct debits and credits as a funding or withdrawal option on the Service. Although funds may be withdrawn from your Bank account, or your account on the Service, such withdrawals may not appear or be available for use on the Service, or in your Bank account, until the transaction clears the applicable financial institutions and we can confirm the transaction.
We keep audit logs of every transaction both on our Service and related to the deposit and withdrawal of funds from your Bank account (the “Logs”). If required by law, and in order to cooperate with any investigation into any criminal acts or misconduct, we may share the Logs associated with your account and other personal information we collect from you with government agencies. You acknowledge that we may, and that we may have an obligation to, report suspicious transactions and transaction for amounts above certain thresholds with various government agencies and authorities.
As of the last date of these Terms, we do not charge fees in relation to your account, however, we reserve the right to do so. If we elect to introduce fees in relation to the Service, we will provide at least fourteen (14) days’ notice of the implementation of those fees on the Website and/or Service. For information on how we profit from providing the Service, visit our FAQ webpage at https://newton.co/faq or contact us at email@example.com.
You acknowledge that buying and selling Platform Currencies may give rise to taxable gains or taxable losses. Although we may offer functions on the Service to calculate gains or losses, you are responsible for confirming the accuracy of such functions and reporting your gains and losses as required by law to the appropriate authorities.
We make no representations or warranties as to the accuracy of any such reports, which, in accordance with the disclaimers below, are provided on an ‘as is’ basis. You use such account functions and reports at your own risk.
EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.
BEFORE BUYING AND SELLING PLATFORM CURRENCIES YOU SHOULD OBTAIN LEGAL AND TAX ADVICE.
YOU AGREE THAT, WHILE WE STRIVE TO HAVE ERROR FREE AND UNINTERRUPTED SERVICE, WE DO NOT GUARANTEE THE ABSENCE OF INTERRUPTIONS NOR SHALL YOU HOLD US LIABLE FOR ANY DAMAGE SUCH INTERRUPTIONS MAY CAUSE. OUTAGES AND DOWNTIME MAY OCCUR FOR VARIOUS REASONS.
YOU ACKNOWLEDGE THAT BUYING AND SELLING CRYPTO CURRENCIES IS RISKY. YOU SHOULD ONLY PURCHASE CRYPTO CURRENCIES IF YOU CAN AFFORD TO LOSE THE ENTIRE AMOUNT OF YOUR PURCHASE. YOU ACKNOWLEDGE THERE IS A RISK THAT THE VALUE OF THE PLATFORM CURRENCIES DECREASES TO NIL. YOU FURTHER ACKNOWLEDGE THAT THERE IS A RISK OF MALICIOUS CYBERATTACKS AGAINST OUR SERVICE OR YOUR ACCOUNT, WHICH MAY RESULT IN THE LOSS OR THEFT OF YOUR FUNDS OR PLATFORM CURRENCIES.
YOU ACKNOWLEDGE THAT WE DID NOT CREATE, NOR DO WE OWN OR CONTROL THE TECHNOLOGY UNDERLYING THE PLATFORM CURRENCIES. IN SOME CASES, THE PLATFORM CURRENCIES WERE CREATED IN A DECENTRALIZED MANNER WITH NO LEGAL ENTITY WHICH CLAIMS OWNERSHIP OF THE UNDERLYING TECHNOLOGY OR NETWORK. WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE UNDERLYING BLOCKCHAIN OR OTHER TECHNOLOGY RELIED UPON BY THE PLATFORM CURRENCIES YOU MAY HOLD, PURCHASE OR SELL USING THE SERVICE.
YOU ACKNOWLEDGE THAT THE UNDERLYING BLOCKCHAIN TECHNOLOGY OF THE PLATFORM CURRENCIES MAY UNDERGO A DIVERGENCE, RESULTING IN THE FORMATION OF NEW CRYPTO CURRENCIES (A “FORK”). A FORK MAY IMPACT THE VALUE, FUNCTIONALITY AND OTHER CHARACTERISTICS OF THE PLATFORM CURRENCIES. WE MAKE NO REPRESENTATION OR WARRANTY AS TO WHETHER WE WILL SUPPORT A FORK ARISING FROM ANY OF THE PLATFORM CURRENCIES. YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE OR LIABLE FOR CLAIMING, ISSUING, STORING OR HOLDING ANY CRYPTO CURRENCIES RESULTING FROM A FORK FOR OR ON YOUR BEHALF.
YOU ACKNOWLEDGE AND AGREE THAT WE MAY ELECT NOT TO SUPPORT A FORK ARISING FROM ANY OF THE PLATFORM CURRENCIES AND THAT IN SUCH CIRCUMSTANCES, YOU MAY NOT BE ABLE TO CLAIM ANY NEW CRYPTO CURRENCIES RESULTING FROM A FORK.
YOU SHOULD NOT STORE YOUR PLATFORM CURRENCIES WITH US IF YOU WISH TO ENSURE OWNERSHIP OF ANY NEW CRYPTO CURRENCIES ARISING FROM A FORK.
YOU AGREE AND ACKNOWLEDGE THAT WE MAY SUSPEND ACCESS TO YOUR ACCOUNT, OR ACCOUNT FUNCTIONS, SUCH AS BUYING AND SELLING PLATFORM CURRENCIES FOR ANY REASON, INCLUDING FOR EXAMPLE, SCHEDULED MAINTENANCE, SECURITY CONCERNS OR IN THE EVENT OF A FORK.
YOU AGREE THAT YOU ARE RESPONSIBLE FOR, AND SHALL INDEMNIFY US IN RELATION TO, ANY AND ALL CHARGEBACKS CHARGED TO US BY ANY BANK, FINANCIAL INSTITUTION OR OTHER PAYMENT PROVIDER.
WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ONGOING AVAILABILITY OF OUR THIRD-PARTY SERVICE PROVIDERS TO PROCESS DIRECT DEBITS OR WITHDRAWLS TO AND FROM YOUR ACCOUNT. IN THE EVENT THIRD PARTIES WE RELY ON NO LONGER OFFER OR FACILITATE DEPOSIT OR WITHDRAWAL SERVICES, YOU MAY NOT BE ABLE TO BUY OR SELL PLATFORM CURRENCIES OR WITHDRAW FUNDS TO YOUR BANK ACCOUNT. IN SUCH CIRCUMSTANCES, YOU WILL LIKELY ONLY BE ABLE TO TRANSFER YOUR PLATFORM CURRENCIES TO ANOTHER CRYPTO CURRENCY WALLET ADDRESS NOT ASSOCIATED WITH OUR SERVICE.
DISCLOSURE PURSUANT TO COURT ORDER, SUBPOENA OR OTHER LEGAL PROCESS
IF WE ARE REQUIRED BY LAW TO MAKE ANY DISCLOSURE OF YOUR PERSONAL OR BUSINESS INFORMATION, WE MAY (BUT ARE NOT OBLIGATED TO) PROVIDE YOU WITH WRITTEN NOTICE (TO THE EXTENT PERMITTED BY LAW) PRIOR TO SUCH DISCLOSURE SO THAT YOU MAY TAKE APPROPRIATE ACTION.
WE ALSO OPERATE THE WEBSITES AND SERVICE IN CONJUNCTION WITH OUR INDEPENDENT CONTRACTORS. OUR INDEPENDENT CONTRACTORS MAY HAVE ACCESS TO YOUR PERSONAL INFORMATION IN PROVIDING SERVICES TO US, OR PROVIDING YOU WITH ACCESS TO THE WEBSITE AND SERVICE. WE MAY USE A VARIETY OF SERVICE PROVIDERS, EMPLOYEES AND SERVERS IN LOCATIONS BOTH INSIDE AND OUTSIDE OF CANADA, WHICH MAY MAKE YOUR PERSONAL INFORMATION THE SUBJECT OF FOREIGN LAWS AND FOREIGN LEGAL PROCEEDINGS.
TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT LIMITING THE GENERALITY OF THIS SECTION, OR ANY OTHER SECTION LIMITING OUR LIABILITY, YOU AGREE THAT WE SHALL NOT BE RESPONSIBLE FOR THE ACTS OR OMMISSIONS, INCLUDING THE NEGLIGENT ACTS OR OMISSIONS, OF OUR INDEPENDENT CONTRACTORS OR THIRD-PARTY SERVICE PROVIDERS.
LIMITATION OF OUR LIABILITY
YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE, HOWSOEVER CAUSED, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER THOSE DAMAGES WERE FORESEEABLE OR NOT.
IF YOU ARE DISSATISFIED WITH THE WEBSITE OR SERVICE, OR DO NOT AGREE WITH ANY PART OF THESE TERMS, OR HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST US, OUR AFFILATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO REMOVE OR WITHDRAW YOUR PLATFORM CURRENCIES AND ANY BALANCES FROM THE SERVICE AND DISCONTINUE ACCESSING AND USING THE SERVICE.
IN ADDITION TO YOUR AGREEMENT TO NOT HOLD THE ABOVE ENTITIES AND PERSONS LIABLE FOR ANY DAMAGES, IN THE EVENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION DECLINES TO UPHOLD SAID CLAUSE, YOU AGREE THAT IN NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO OR IN ANY WAY ARISING FROM THE USE OF OUR WEBSITE OR SERVICE, OR IN ANY WAY RELATED TO THESE TERMS, BE MORE THAN THE AMOUNTS PAID BY YOU TO US, BY WAY OF FEES (IF ANY AND IF IMPLEMENTED), OVER THE PRECEEDING TWO (2) MONTHS.
YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE OR SERVICE WITHOUT THESE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.
INDEMNIFICATION AND HOLD HARMLESS
Our Website and Service contain open source and public domain content, licenced content as well as proprietary content owned by us and by third-party independent content providers ("ICPs") with all rights reserved. You are not permitted to copy or distribute any content (including but not limited to text, images, trademarks, videos, computer code or audio) on the Website or Service without the express consent of the owner.
All other contents of the Website and Service including, but not limited to, the computer code, is our property and/or the property of our ICP’s.
The Website, Service and their contents are protected by copyright, trademark and other laws of Canada, the United States and foreign countries. You may not reproduce, modify or prepare derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Website, Service or their contents. Without limiting the forgoing, you are not permitted to use any of our trademarks or trade names, including our logo, without our express permission.
Our Website and Service permits you and other users the ability to upload and post content ("User Content"). You hereby grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any of your User Content that you post or upload to the Service in order to facilitate the ordinary use of the Service.
In addition to our Acceptable Use Policy, which forms part of these Terms, you agree not to use the Service, or upload User Content in any manner which is unlawful, offensive, threatening, libelous or in violation of these Terms. We may remove or suspend accounts that we determine in our sole discretion to be unlawful, damaging, or violate any third party's rights, these Terms or any policy incorporated by reference.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on our Website or Service, please notify our copyright agent at firstname.lastname@example.org. While we take no responsibility for any user who breaches your copyright or other intellectual property rights, we may, in our sole discretion and without liability, undertake to attempt to contact the infringer on your behalf and/or cancel the infringer's account on the Service.
Whether or not we are affiliated with sites or third-party vendors that may be linked to our Website or Service, we are not responsible for their content (the "Linked Sites"). The Linked Sites are for your convenience only and you access them at your own risk. We and other users provide links and references to material on other websites not owned or operated by us. Links found on our Website or Service are not an endorsement and we do not represent or warrant the accuracy or truth of the contents of information found on said websites. You access those links and corresponding sites at your own risk.
These Terms, all documents incorporated by reference and your relationship with us shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario, Canada, (and any Canadian federal laws applicable therein) as it is applied to agreements entered into and to be performed entirely within such province.
You hereby agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts and tribunals of Ontario, Canada (including the Federal courts and tribunals as applicable therein) to settle any disputes arising out of or in anyway related to these Terms, all documents incorporated by reference and your relationship with us.
If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Where a provision in these Terms is found to be unlawful, void or for any reason unenforceable, a lawful or enforceable term which best reflects the intention of the provision, as originally drafted, shall substitute.
No Construction Against Drafter
If an ambiguity or question of intent arises with respect to any provision of these Terms, the Terms shall be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favouring or disfavouring either party by virtue of authorship of any of the provisions of these Terms.
Waiver of Class Proceedings and Trial By Jury
To the extent permitted by law, you hereby waive your right to participate in any class action lawsuits against us, our contractors, employees, shareholders, successors, assigns and directors.
To the extent permitted by law, you further waive any right to a trial by jury, should such a right exist, in relation to any legal dispute connected to or in any way arising out of these Terms.
Incorporation by Reference
You can stop using our Website and Service at any time. Please contact us at email@example.com to learn more about cancelling your account.
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 particular, and without limit the forgoing, we may suspend your account, or cease processing transactions, if we have any security or fraud related concerns regarding your account.
We make no representation or warranty as to the ongoing availability of our Website and Service. Accordingly, you agree to remove your Platform Currencies and any funds in your account to an external wallet address, or your Bank, upon request.
The cancellation, suspension or termination of access to our Website or Service shall not terminate this agreement. In particular, and without limiting the generality of the foregoing, any provision concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.
While you are not permitted to assign this agreement to any third party, these Terms shall enure to the benefit of and is binding upon the parties and their respective successors.
You agree that we may assign this agreement to any successor or other assignee, whether pursuant to the purchase of our Website and Service, the transfer of control of Newton Crypto Ltd., or otherwise.
Violation of these Terms may cause us irreparable harm and, therefore, you agree that we will be entitled to seek extraordinary relief including, but not limited to, temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that we may have for a breach of these Terms.
Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
In the course of using your account with us or using our Website and Service, you may be required or by your actions may be deemed, to consent to the terms of agreements provided by certain third-party service providers, including but not limited to, payment processors and financial institutions. You agree that nothing in those agreements shall, in any way, alter these Terms or your obligations hereunder.
Any new features that augment or enhance the current Website and Service, including the release of new versions, the addition of new crypto currencies, new services or online tools and resources, shall be subject to these Terms. Continued use of the Website and Service after any such changes shall constitute your consent to such changes.
Last Modified: May 15, 2018
We, Newton Crypto Ltd., accept no responsibility for your actions or the actions of other users of the Website or Service, as those terms are defined in our terms and conditions of use.
You agree to use our Website and Service in accordance with the following acceptable use and code of conduct guidelines. In particular, you agree that:
We reserve the right in our sole discretion to revise this policy, which shall be posted on the Website and/or Service.