Terms of use

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General Info

Introduction

Last Modified:  March 7, 2022    

Newton Crypto Ltd. ("Newton", "we", "us" or "our") is a corporation formed pursuant to the Canada Business Corporations Act (R.S.C., 1985, c. C-44). In consideration for permitting your access to our website and online services and other good and valuable consideration, you agree as follows:

These terms of use (the "Terms") form a legally binding agreement which govern your access to and use of our website (the "Website") our web-based digital asset exchange and corresponding Android, iPhone (iOS) and Apple Watch (WatchOS) applications (collectively 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 form part of the Service, are only available for download on the Apple App Store. The Android application is only available for download on the Google Play Store. Aside from any application programming interface (“API”) we may grant access to, you are not permitted to access or interact with the Service or download our mobile or WatchOS applications 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 permanent 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.

PRIVACY

We use 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.

AMENDMENTS
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.  We may also undertake to send you notice of any changes to the Terms or policies via email and/or a notification on the Service.

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.

About Our Online Service

Our Service operates as an online platform for buying and selling digital assets, which as of the last date of these Terms, include Bitcoin, Ethereum, Litecoin, Bitcoin Cash, Stellar Lumens,  and USD Coin, in addition to those displayed within your Account on the Service (collectively the “Digital Assets” and each a “Digital Asset”). We may add additional digital assets to our Service. We may also remove support for, or the ability to buy, sell or exchange existing Digital Assets, at any time. You agree that these Terms shall apply to any additional digital assets added to our Service.

CUSTODY AND OWNERSHIP OF PLATFORM CURRENCIES

Appointment

You agree to hereby appoint us to act as the custodian of the Digital Assets in your Account, to be held in trust by us for your benefit in accordance with these Terms, and we accept such appointment and the obligations, duties, and responsibilities set out in these Terms.


Title & Ownership

The Digital Assets held in trust in your Account are fully-paid assets beneficially owned by you and not by Newton. Newton will record your Digital Assets in its books as separate and apart from anyone else’s Digital Assets and from Newton’s own property. Our records will at all times provide for the separate identification of the Digital Assets owned by each client. Neither Newton nor any third party custodian which may hold client assets on behalf of Newton will loan, hypothecate, pledge, or otherwise encumber any Digital Assets in your Account. Neither Newton nor any third party custodian which may hold client assets on behalf of Newton may use the Digital Assets in your Account in the conduct of its business.

Digital Assets

Depositing Digital Assets, Transactions and Third-Party Custody

You agree and acknowledge that you are the initiator and beneficiary of all transfers to your Account, to the extent that the transfer is within your control. You acknowledge that any incoming transfer not initiated or not requested to be initiated by you may not be released to your Account, until or unless you submit information on the person or entity who initiated the transfer. You also acknowledge that Newton reserves the right to conduct a manual review of your account and any incoming transfer(s), to ensure that the funds can be released to your account. This review period is usually completed within 24 to 48 hours, but it may take longer.

When you deposit or purchase Digital Assets via our Service, they will be delivered and held under the custody of a third-party Digital Asset custodian (“Custodian(s)”). As of the last date of these Terms, we use the following third-party Custodians in respect of various Digital Assets:

  • Paradiso Ventures Inc., operating as “Balance”.  Balance is a Canadian corporation. As of the last date these Terms were amended, (i) Balance’s registered office address with Corporations Canada is 325 Front St W, 4th floor (Attn: Balance), Toronto, Ontario, Canada, M5V 2Y1; and (ii) Balance is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a money service business dealing in virtual currencies (registration number M20210422). For more information about Balance and their custody service, visit https://balancenow.ca/custody.
  • Etana Trust Company dba “Etana Custody”, a Colorado corporation having its principal office located at 999 17th Street, Suite 300, Denver CO 80202. For more information about Etana Custody and their digital asset custody service, visit https://www.etana.com/custody-of-digital-and-fiat-assets-etana-custody.
  • Coinbase Custody Trust Company, LLC, with an address at 200 Park Avenue South, Suite 1208, New York, NY 10003. Coinbase Custody is licensed as limited purpose trust company with the New York Department of Financial Services (NYDFS). For more information about Coinbase Custody and their custody service, visit https://www.coinbase.com/custody.

As part of the deposit or withdrawal process, we may also use third party Digital Asset wallet providers, including, Fireblocks Ltd. of 221 River Street, 9th Floor, Hoboken NJ 07030 and their affiliated and related entities. For details on their services see https://www.fireblocks.com. As a result of our use of their services, you agree and acknowledge that when you deposit or withdraw Digital Assets they may be temporarily stored with such third-party wallet providers.

Newton has licensed software from Digital Services Limited (trading as CoinCover) (“CoinCover”) to provide additional security for keys to Digital Assets held by Newton using Fireblocks Ltd., including key pair creation, device access recovery and account access recovery.  CoinCover is based in the United Kingdom and is regulated by the U.K. Financial Conduct Authority.

In addition to the additional security keys provided by Coincover for Digital Assets held by Newton, Newton has also obtained a a guarantee from Coincover for 100% of the client assets held with Fireblocks, excluding losses arising from the gross negligence, willful misconduct or fraud of an employee or representative of Newton. The guarantee covers the theft or loss of crypto assets and also includes a software technology solution which monitors and limits transactions and prevents funds from being maliciously taken from Fireblocks wallets.  The total aggregated cover amount under the Coincover guarantee is currently over US$19,500,000 and the coverage amount is reviewed periodically by Newton.

To facilitate the ordinary operation of our Service and for each Custodian to reconcile and confirm they hold your Digital Assets, you agree that we may provide each Custodian with any and all of the personal information we have collected from you, including but not limited to your name, email address, phone number, identity documents, identity numbers (such as driver license numbers), bank account and transaction details.

Each Custodian may have their own privacy policy on the collection, storage and use of your personal information. Please contact them directly for details.

By using our Service, you consent to the use of and our integration with each Digital Asset wallet provider and each Custodian to act as a custodian of your Digital Assets. You further consent to the Digital Assets which you purchase or deposit in connection with our Service being delivered to, deposited with and held by a Custodian on your behalf. The use of each Custodian depends, in part, on which Digital Asset(s) you purchase and/or deposit via our Service.

We regularly make delivery of the Digital Assets you and other users purchase on the Service to Custodians and reconcile the Digital Assets you purchase or sell on the Service with each Custodian. To do so, we send and receive the Digital Asset amounts you buy or sell, to or from Custodians. Although times may vary, typically, our delivery to and receipt from a Custodian and the reconciliation occurs within two (2) business days from the date of your corresponding transaction on our Service.  

After the reconciliation occurs, you agree and acknowledge that the Digital Asset balances displayed in your Account on our Service are a display of the amounts held under the custody of a Custodian on your behalf.

We do not have access to or control over private cryptographic keys necessary to send Digital Assets from a Custodian’s custody. We rely on the actions taken from within your Account to send instructions, via our Service, to the Custodian to cause any transactions in which your Digital Assets are withdrawn, traded or sold. For details, see the section below entitled, Withdrawing Digital Assets to External Digital Wallets.

In order to facilitate quicker sales, trades and withdrawals of Digital Assets, you agree that we may use Digital Assets which we own, to carry out any sale, trade or withdrawal instructions provided from within your Account on the Service. Upon a sale, trade or withdrawal transaction being requested and confirmed from within your Account on the Service, you agree that we shall have your irrevocable consent to instruct Custodians to cause an equal number of Digital Assets to be withdrawn from their custody, which you owned, to setoff amounts we send you, or which you trade as part of such sale, trade and/or withdrawal transaction.  

We do not, nor do we purport to have, legal title to or ownership of Digital Assets which are delivered to each Custodian by us, on your behalf, in connection with the purchase or exchange of Digital Assets you make on our Service.

To the extent you purchase or deposit Digital Assets which are held by a Custodian in connection with our Service, you agree to keep your Digital Assets free from any liens, encumbrances, charges, or claims, unless disclosed and agreed to by us and the applicable Custodian, in writing.

You represent and warrant that any Digital Assets you purchase or sell on our Service are being purchased and sold by you directly, and not for or on behalf of any third-party. You are not authorized to use your Account on our Service for or on behalf of any other person or entity.

Withdrawing Digital to External Digital Wallets

While custody of the Digital Assets you purchase or deposit are held by a Custodian, you may elect to withdraw your Digital Assets to an external digital wallet address. Given the nature of digital assets and blockchain technology, we are unable to confirm who owns or controls external digital wallets address you specify for withdrawals.

For your protection, you agree to only withdraw Digital Assets from your Account on the Service to external digital wallet addresses which you own and control, and not to any third-party. You acknowledge that we are unable to retrieve withdrawn Digital Assets, or reverse Digital Asset transactions. To learn more about private keys and digital wallets, please see our FAQ webpage.


As our Service may facilitate the trading and withdrawal of your Digital Assets from a Custodian’s custody, you authorize us to send withdrawal instructions to each Custodian on your behalf. In doing so, we will act as your agent, with the nature and scope of such agency relationship being limited to sending Digital Asset withdrawal and transfer instructions to the Custodian in accordance with these Terms and any actions taken from within (or in connection with) your Account on our Service (including any instructions received via an API, if applicable).


To facilitate the withdrawal of your Digital Assets held by a Custodian, when a withdrawal request is made within your Account, our software sends instructions to a Custodian, on your behalf, to send your Digital Assets to us as part of the transfer or withdrawal transaction. In our sole discretion and in rare circumstances, including where your Account is suspended or terminated, we may also rely on withdrawal instructions from the email address registered for your Account on our service. For that and other reasons, it is your responsibility to ensure you maintain sole and exclusive control of any email address used to register your Account on the Service.

It is your responsibility to ensure that any incoming or outgoing Digital Assets are sent to the correct digital wallet addresses and specify, where applicable, the correct memo or reference code; whether displayed by us in your Account on the Service, or whether the address and memo code are for an external wallet address.

YOUR FAILURE TO DO SO MAY RESULT IN THE PERMANENT LOSS OF SUCH DIGITAL ASSETS, AND YOU ACKNOWLEDGE THAT THIS IS AN INHERENT RISK OF USING DIGITAL ASSETS.


Without limiting any other section of these Terms which restricts or limits our liability, you agree that we shall not be held liable or responsible for any damages or losses, howsoever caused (including by negligence or otherwise), which you suffer, arising from or in any way related to Digital Assets being sent to the wrong wallet address or memo code, or the use of a Custodian. If you elect to withdraw any Digital Assets using our Service, you accept full responsibility and liability for ensuring the accuracy of the external digital wallet address and the custody and control of, and access to, the external digital wallet address and related private keys. For more information on such risks, see the section below entitled  “Acceptance Of Risk And Disclaimers”.


Processing times for withdrawing and making delivery of your Digital Assets via a Custodian may vary based upon the network times of the applicable Digital Asset and each Custodian’s processing times.

Account

Establishing an Account

To establish an Account you will be required to provide certain personal information as set out on the Service, in our Privacy Policy and these Terms, including for example your name, address, phone number, identity documents, identity numbers, such as a driver’s license or passport number, bank account details and an email address.

You also agree that all incoming transfers to your Newton Account will be initiated by you, or caused or requested to be initiated by you, insomuch as you can control the transfer.

If you are establishing an Account in the name of an organization or business, such as a corporation, you will be required to provide:

  • articles of incorporation, or similar formation documents;
  • documents indicating your connection to the organization, such as a current profile report and a director or officer register;
  • A list of all beneficial owners holding or controlling 20% or more of the outstanding shares, voting power or ownership of the entity, along with their respective ownership percentages, addresses and photos of the front and back of their respective government issued photo identification;
  • Selfies with your identity and a piece of paper that says “Newton” or other text we may so direct, along with the then current date; and
  • A bank account statement (original PDF downloaded from your online banking site) showing the legal name of the business or organization.

We may also request similar documents which confirm the above information, or request further information in certain circumstances.  

As part of our measures to confirm your identity (and the identity of each beneficial owner), we may also use third party identification service providers such as Persona Identities Inc. (“Persona”) and others. To learn more about Persona’s privacy practices, please visit https://withpersona.com/legal/privacy-policy.

We may send copies of your identity documents and personal information to such third-party providers for the purpose of confirming your identity and preventing fraud. In some instances, we may need to speak with you via phone to validate your Account information and your intent to register an Account with us. You agree that we may use the phone number registered with your Account for the above purposes. On such phone calls you must not reveal your Account passwords or passphrases for our or any other service.

Phone calls may be recorded for our own internal quality control and training purposes. To assist us with Account and information validations we may also use third-party service providers. Such service providers may have access to your personal information, including for example, your identity documents, photos you upload to the Service and contact information. Third party service providers may also call you, on our behalf, to assist us with your identity and Account verification.  

Upon applying for an Account on behalf of a business or other organization, you represent and warrant that:

  • you are fully authorized to bind the business or other organization;
  • the business or organization is duly authorized to establish the Account with us and enter these Terms;
  • you will fully disclose the names and addresses of all beneficial owners of the business, organization and Account who have a beneficial ownership or control interest (or other similar beneficial interest) of 20% or more;
  • the business or organization is domiciled in Canada;
  • none of the beneficial owners of the organization are an individual, entity, organization, government or country upon which the Government of Canada or the United States of America has imposed sanctions, including but not limited to those listed under the legislation and related regulations referenced online at https://www.international.gc.ca/world-monde/international_relations-relations_internationales/sanctions/current-actuelles.aspx?lang=eng.    

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 at any time and without advanced notice. To the extent you have either a Canadian dollar or Digital Asset balance, we will make arrangements with you to withdraw such balances.

You agree that access to our Website and Service constitutes good and valuable consideration in exchange for agreeing to these Terms our Privacy Policy and all other documents and policies incorporated by reference.

If you establish an Account with us, access to your Account is not transferrable and is only intended for you, the individual who established the Account (whether for yourself, or for and on behalf of your organization). As a result, you are not permitted to change the name associated with your Account, nor are you permitted to purchase, deposit or store Digital Assets for or on behalf of anyone else. 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.

You are only permitted to hold one Account at a time on our Service. You agree not to establish more than one Account at any time and that we may remove Accounts we deem to be duplicates. In making such a determination, we may consider any personal information you provide to us, or which we have collected pursuant to our Privacy Policy.

You agree to promptly provide us with such information and documents we may request from time-to-time, regarding your use of our Service. This may include the names of individuals you are sending or receiving Digital Assets to or from in connection with our Service, or as may otherwise be required for our compliance with applicable laws, rules and regulations.

Acceptable Use of Your Account

You agree that:

  • You will not use the Website or Service in any way that intentionally or unintentionally violates any applicable local, state, provincial, national or international law, rule or regulation;
  • Under no circumstances shall you buy, sell, withdraw or transfer any Digital Assets for any illegal purpose, or in the furtherance of a crime;  
  • You will not send or receive Digital Assets to or from any individual, entity or country upon which the Government of Canada or the United States of America has imposed sanctions, including but not limited to those listed under the legislation and related regulations referenced online at https://www.international.gc.ca/world-monde/international_relations-relations_internationales/sanctions/current-actuelles.aspx?lang=eng;  
  • You will not impersonate any person or entity or use false identities, documents or information on the Website, Service or in your interactions with us;
  • You will not communicate with our staff or contractors in a way that is defamatory, libelous, harmful, hateful, harassing, bullying, threatening, racially or ethnically offensive or abusive;
  • You will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Website or Service, in whole or in part;
  • You will not circumvent, disable, violate or otherwise interfere with any security related feature of the Website or Service; and
  • You will not use your Account for your own commercial purposes by sublicensing any rights granted by the Terms or, in any way, sharing the benefit of your Account with others.

If we reasonably believe you are using our Service for any illegal purpose, including but not limited to, in connection with facilitating transactions involving persons or entities who are under economic or other sanctions imposed by the Canadian or other governmental or international authority, we may terminate your Account and require that you liquidate your Digital Assets and withdraw any Canadian dollar balance to the bank Account owned or controlled by you, or take such other reasonable measures to return your funds, such as, paying the funds into a court where you may claim them.

Account Security

Account security is crucial to ensure no third party accesses your Account to give our Service instructions to buy, sell, withdraw or transfers your Digital Assets or Canadian funds without your consent or knowledge.

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.  


To protect the security of your Account, you agree to use a unique password for your Account which you do not use for any other online service. As we may send password reset notices, two-factor authentication login codes and links to your email account and/or mobile phone number registered on the Service, you are responsible for ensuring that your email address and phone number provided to us are accurate, private and secure.


We may use your phone number for the purpose of two-factor authentication on your Account and resetting your Account password. You agree to only provide a mobile phone number that is registered in Canada under your own name, which matches the name on your Account.  You represent and warrant to us, and agree that you will ensure you are, the sole person, at all times, with access to your email account and the ability to receive SMS and other text messages on the mobile phone number registered with us.


We have also enabled Authy (https://authy.com) to allow you to enable their two-factor authentication method for accessing your Account. You accept all risks arising from or associated with your use of SMS, Authy or any other two-factor authentication method.

You agree you are responsible for:

  • any activity on your Account;
  • all instructions provided to the Service from your Account concerning the buying, selling, trading, depositing and withdrawing of Digital Assets and Canadian currency; and
  • all correspondence provided to us from any email address or phone number registered with your Account, whether or not you authorized that activity or correspondence.  

For greater certainty, you authorize us to act upon instructions given from within your Account including but not limited to the buying, selling, trading, withdrawing and transferring of Digital Assets. You agree that we are, in respect of any instructions received from a person using your Account (or accessing your Account in connection with our API), entitled to assume that the person is you; the person or entity’s whose name and personal information is associated with the Account.


You must immediately notify us of any unauthorized use of your Account.

You must inform us of any changes to your contact details and other information provided to us, including, but not limited to postal and residential address, email address and telephone number.

Authorizing Your Wireless Operator

You authorize your wireless phone provider to disclose to Newton Crypto Ltd. and its third-party service providers, your mobile number, name, address, email, network status, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other subscriber status and device details, if available, solely to verify your identity and prevent fraud for the duration of our relationship with you. See our Privacy Policy for how we collect, store and use your data.

Funding and Withdrawing Fiat Funds from your Account

To buy Digital Assets, you will be required to fund your Account with Canadian dollars.  All Canadian dollar funds are held in a bank Account with an independent bank. Absent any fraud or wilful misconduct solely attributable to us, you agree that you bear all risk related to the banks with which your money is held, and the loss or theft thereof. We make no representations or warranties as to whether such deposits are insured, whether via the Canada Deposit Insurance Corporation, or otherwise. We do not guarantee that there will be no risk for Canadian dollar deposits held in connection with your Account within the banking system.


We offer various methods for funding your Account and withdrawing funds from your Account, which may change and be updated from time-to-time. Depending on the nature of your funding or withdrawal transaction, we may permit wire transfers, Interac e-transfers (facilitated indirectly via our bank(s) and their relationship(s) with the Interac Association, Interac Inc. and Acxsys Corporation) and/or direct deposits. We make no representations or warranties that deposit and withdrawal methods currently offered will continue to be available to you.


To facilitate direct deposits and withdrawals, we may also use third-party providers, Flinks Technology Inc. (“Flinks”) and Plaid Inc. (“Plaid”). Flinks and Plaid use an 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. The information we obtain from Flinks and Plaid is used to verify your identity, your account information and to facilitate the deposit and withdrawal of funds from your Bank account. For more information, see our Privacy Policy at newton.co/privacy.


The use of Flinks and Plaid require that you provide your Bank login credentials to obtain your Bank account information and to facilitate deposits and withdrawals. Although our Website and Service may display online forms, fields and/or links to enter your Bank login information, we do not have access to any Bank account passwords or other login credentials you submit to Flinks or Plaid via our Website or Service.  Any data input fields displayed on the Website, Service or linked to from our Website or Service requesting your Bank login information are not hosted by us, nor are the card numbers or password(s) entered into those fields provided to us.  For more information on how Flinks operates, along with their privacy policy, visit flinks.io/privacy-policy/.  For more information on how Plaid operates, along with their privacy policy, visit plaid.com/legal.

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 Digital Assets which you hold for or on behalf of any third-party. Nor are you permitted to fund your Account with Digital Assets or funds borrowed from a third-party. We may, at any time, ask you to (i) disclose the source of fiat funds being deposited in connection with the Service; and (ii) disclose the source and duly respond to any questions we pose concerning the source of any Digital Assets you wish to, or have deposited or withdrawn in connection with our Service. You agree that we may, in our sole discretion, deactivate your Account and no longer permit the use of our Service based on your responses (or lack thereof) and our policies, including for example, our Anti-Money Laundering Policy. We further reserve the right to not facilitate the sale or transfer of your Digital Assets via our Service without providing you any reason, justification or cause.


You are only permitted to use our Service, fund your Account and withdraw funds from your Account 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 or in connection with any deposits or withdrawals. You agree that we may restrict funding methods and funding amounts for your Account.


We do not pay interest on your Canadian dollar deposits, however, interest may be paid by the respective banks with which your fiat currency is held, in which case such interest may be retained by us.

Subject to our compliance obligations, including those arising in connection with anti-money laundering laws, you may, at any time, request us to transfer your Canadian dollar funds to the bank account used to verify your Account. We do not facilitate the withdrawal of Canadian dollar funds to any other account or by any other means. Withdrawal processing times may vary. In the event of a dispute, or in the event we are unable to cause a payment of funds properly owing to you to your bank account, you agree that we may pay such funds into a court, where you may claim them.

Holds on Withdrawals of Platform Currencies and Fiat Funds

To prevent fraud and reduce risk, we may also, at any time, and without liability to you, place holds on your account, restricting your ability to trade, deposit and purchase Digital Assets, withdraw Canadian funds and/or instruct us to cause a withdrawal of your Digital Assets from a Custodian’s custody. You agree we may also inform regulators and Custodians of any suspicious activity in connection with your account, with the intent of preventing fraud or other illegal activity.


While the Canadian dollar balance of your Account may display immediately or soon after you initiate a deposit on the Service, it typically takes 5-10 business days, but sometimes longer, for us to confirm receipt of your Canadian dollar deposit with our own financial institutions.  


For some Account holders, we permit you to immediately buy Digital Assets using the funds we anticipate receiving from you, even though we have not yet confirmed receipt of your Canadian dollar deposit. For that reason, even though your Digital Assets purchased will be displayed in your Account and delivered to a Custodian, we place holds on, and we will not execute any instructions to withdraw the Digital Assets from the Custodian until we confirm your Canadian dollar deposit.

Remedies for Deficient Account Balances

IF, FOR ANY REASON, YOUR ACCOUNT IS IN ARREARS, OR A FUNDING TRANSACTION FAILS OR IS REVERSED BY A BANK, PAYMENT PROCESSOR OR SIMILAR ENTITY, RESULTING IN A BALANCE OWING TO US, YOU AGREE THAT WE MAY, WITHOUT NOTICE TO YOU, LIQUIDATE ANY DIGITAL ASSETS ASSOCIATED WITH YOUR ACCOUNT IN ORDER TO REPAY ANY SUCH AMOUNTS OWING TO US.  TO THE EXTENT THERE IS ANY SHORTFALL IN AMOUNTS OWING TO US, YOU AGREE TO PROMPTLY PAY US SUCH AMOUNTS.

Buying and Selling in your account

You agree that any order placed (whether to buy, sell or exchange Digital Assets) from your Account and confirmed by the Service shall be final and is not refundable.


However, in some cases, the Service may be unable to facilitate the buying or selling of Digital Assets on a timely basis, or at all, if the accessible market for any Digital Asset has insufficient liquidity or corresponding orders from our liquidity providers.

You further agree and acknowledge that when entering a market order, the quoted price reflects the then current market conditions and that the actual fill price may occur at a price higher or lower than the quoted price, particularly during periods of increased volatility.

Transactions

Limit Orders

As of the last date of these Terms, we may permit you to place limit buy and limit sell orders (collectively “Limit Orders”). Limit Orders allow you to specify a quantity and price upon which you would like to either buy or sell Digital Assets. Limit orders will remain open until you cancel them from within your Account, however, you agree that we may cancel any outstanding Limit Orders without prior notice to you. We may need to do so for various reasons, including insufficient market liquidity.


You accept all risks arising from our inability to fill a Limit Order, whether due to a lack of market liquidity or otherwise. You further accept all risks arising from placing Limit Orders in which you inadvertently or otherwise specify incorrect or unintended prices.

We may elect to remove the ability to place Limit Orders on the Service at any time. In such an event, your outstanding Limit Orders may be cancelled. While we may provide you with an email or in-Account notification regarding cancelled orders, you agree that it shall be your responsibility to monitor your Limit Orders.


We make no representations or warranties that your Limit Orders will be filled, even in situations where the price quoted for a particular Digital Asset on the Service is at, above or below your Limit Order price. You agree and acknowledge that order fulfilment depends on our Service being able to match your order with prices offered by a third-party liquidity provider and that other orders on our Service, or placed via third parties with our liquidity provider, may be filled first resulting in your order not being filled.

You may cancel Limit Orders until they are filled. As Limit Orders may take time to confirm with our liquidity providers, in some situations there may be a lag period between the order being filled and the time at which the updated order status is displayed within your Account. In such situations, you will be unable to cancel the Limit Order.


In rare circumstances, your order may appear to have been filled in your Account, but rejected by our liquidity provider. In such circumstances, your Account will be updated to reflect that the order was not filled.

We may reject or not permit you to place Limit Orders which are outside a certain range of the then current market price for any particular Digital Asset.


You agree not to place matching buy and sell orders for the same Digital Asset in order to make it appear as though a particular Digital Asset has greater trading volumes, or for any other reason. Where we reasonably suspect you have, or are, placing matching buy and sell orders for a particular Digital Asset we reserve the right to suspend and/or permanently terminate your Account.

Authorizing Direct Debits and Credits

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 hello@newton.co 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 transactions 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, without notice to you.


In connection with reporting or other compliance obligations, we may disclose the details of any transactions, whether for the buying, selling or transferring of fiat funds or Digital Assets to applicable regulatory agencies, including but not limited to regulatory agencies that govern anti-money laundering laws in Canada, such as The Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), see https://www.fintrac-canafe.gc.ca/intro-eng.  


You acknowledge that we may report the details of certain types of transactions, large transactions and/or suspicious transactions conducted in connection with your Account (including your name and the transaction or transfer details such as the amount, digital wallet addresses and name of the intended recipient, if known) and in doing so, shall have no obligation to give you notice thereof.  


We may also be required to respond to subpoenas, court processes and information requests we receive from government agencies and authorities, whether pursuant to the Income Tax Act, RSC 1985, c 1 (5th Supp) or any other applicable legislation in Canada. You agree that we may respond to such requests with your personal information and Account details, where we are required to do so by law. See our Privacy Policy as well for details.

Fees

As of the last date of these Terms, we do not charge fees in relation to buying or selling Digital Assets, 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.  


To cover network fees and other costs, we do pass along the fees to facilitate the withdrawal or transfer of Digital Assets to an external wallet address. For details, please see your Account.


How We Make Money

While we do not currently charge Account fees, or maker or taker fees, we do make money from the price spread at which you buy and we sell or we buy and you sell, Digital Assets, often called the “bid-ask spread”. In short, we keep a small spread between the price we quote for the purchase or sale of Digital Assets in your Account, and the amount we pay our own liquidity providers.

Taxes

You acknowledge that buying and selling Digital Assets may give rise to taxable gains and/or taxable losses, which you are likely required to report for tax purposes. You are encouraged to obtain professional tax advice in connection with your tax filing obligations arising from the buying and selling of Digital Assets. For general information about the taxation of cryptocurrencies published by the Government of Canada, please see https://www.canada.ca/en/revenue-agency/programs/about-canada-revenue-agency-cra/compliance/digital-currency/cryptocurrency-guide.html.


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.

Legal Disclaimers

Acceptance of Risk and Disclaimers

ACCEPTANCE OF RISK AND DISCLAIMERS

EVERYTHING ON OUR WEBSITE AND PROVIDED AS PART OF OUR SERVICE OFFERING IS PROVIDED "AS IS" AND “AS AVAILABLE” 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 OR SELLING DIGITAL ASSETS YOU SHOULD OBTAIN LEGAL, FINANCIAL 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 DIGITAL ASSETS IS RISKY. YOU SHOULD ONLY PURCHASE DIGITAL ASSETS IF YOU CAN AFFORD TO LOSE THE ENTIRE AMOUNT OF YOUR PURCHASE. YOU ACKNOWLEDGE THERE IS A RISK THAT THE VALUE OF THE DIGITAL ASSETS DECREASES TO NIL.


WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO WHETHER EACH CUSTODIAN HAS INSURANCE, OR THE TYPES OF INSURANCE OR COVERAGE LIMITS THEY MAY HAVE IN RESPECT OF YOUR DIGITAL ASSETS. PLEASE CONTACT THE CUSTODIANS DIRECTLY WITH ANY QUESTIONS.


YOU FURTHER ACKNOWLEDGE THAT THERE IS A RISK OF MALICIOUS CYBERATTACKS AGAINST OUR WEBSITE AND SERVICE, YOUR ACCOUNT, YOUR PERSONAL COMPUTING DEVICES, SMART PHONE AND THE THIRD-PARTY DIGITAL ASSET CUSTODIANS WHICH MAY RESULT IN THE LOSS OR THEFT OF YOUR FUNDS, INFORMATION AND/OR DIGITAL ASSETS.  IF YOU DO NOT WISH TO HAVE YOUR DIGITAL ASSETS STORED BY US, OR VIA A THIRD-PARTY CUSTODIAN AS REFERENCED ABOVE, YOU SHOULD WITHDRAW YOUR DIGITAL ASSETS TO AN EXTERNAL WALLET WHICH YOU CONTROL. YOU ACCEPT ALL RISKS ASSOCIATED WITH SUCH WITHDRAWALS, INCLUDING BUT NOT LIMITED TO THE RISKS ASSOCIATED WITH LOSING YOUR PRIVATE KEYS AND SENDING FUNDS TO AN INCORRECT OR INVALID WALLET ADDRESS, OR MEMO CODE, WHERE THEY BECOME FOREVER INACCESSIBLE.  


WHILE THESE TERMS REQUIRE THAT YOU ONLY WITHDRAW DIGITAL ASSETS TO EXTERNAL DIGITAL WALLETS YOU OWN AND CONTROL, YOU ACCEPT ALL RISKS ARISING FROM TRANSFERRING YOUR DIGITAL ASSETS TO ANY THIRD-PARTY, INCLUDING THE RISK THAT SUCH THIRD-PARTY  MISAPPROPRIATES YOUR DIGITAL ASSET. YOU ARE RESPONSIBLE FOR CONDUCTING YOUR OWN DUE DILIGENCE IN RESPECT OF ANY THIRD-PARTIES YOU ELECT TO SEND DIGITAL ASSETS TO. YOU FURTHER ACCEPT ALL RISKS ASSOCIATED WITH SENDING DIGITAL ASSETS TO FRAUDULENT OR OTHERWISE ILLEGAL SCHEMES.  


DESPITE MAKING VARIOUS DIGITAL ASSETS AVAILABLE FOR SALE ON OUR SERVICE, WE MAKE NO REPRESENTATIONS OR WARRANTIES IN RESPECT OF SUCH DIGITAL ASSETS, OR THAT THEY HAVE, OR WILL HAVE ANY SPECIFIC UTILITY, FUNCTIONALITY OR FEATURES.

YOU ACKNOWLEDGE THAT WE ARE NOT ABLE TO CONFIRM THE IDENTITY OF THE OWNERS OF ANY EXTERNAL DIGITAL WALLET ADDRESSES FOR ANY DIGITAL ASSET. YOU ACCEPT ALL RISKS WITH ANY TRANSFER, OR ATTEMPTED TRANSFER, OF DIGITAL ASSETS TO ANY THIRD-PARTY.


AS DIGITAL ASSET TRANSACTIONS ON THE BLOCKCHAIN CANNOT BE REVERSED BY US, IT IS YOUR RESPONSIBILITY TO ENSURE THE ACCURACY OF ANY WALLET ADDRESSES YOU SPECIFY FOR WITHDRAWALS.  


YOU ACKNOWLEDGE THAT WE DID NOT CREATE, NOR DO WE OWN OR CONTROL THE TECHNOLOGY UNDERLYING THE DIGITAL ASSETS. IN SOME CASES, THE DIGITAL ASSETS 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 DIGITAL ASSETS YOU MAY HOLD, PURCHASE OR SELL USING THE SERVICE. YOU ACCESS AND USE THOSE NETWORKS AND THE CORRESPONDING BLOCKCHAIN AT YOUR OWN RISK.


YOU ACKNOWLEDGE THAT THE UNDERLYING BLOCKCHAIN TECHNOLOGY OF THE DIGITAL ASSETS 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 DIGITAL ASSETS. WE MAKE NO REPRESENTATION OR WARRANTY AS TO WHETHER WE WILL SUPPORT A FORK ARISING FROM ANY OF THE DIGITAL ASSETS.  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 DIGITAL ASSETS 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 DIGITAL ASSETS WITH US IF YOU WISH TO ENSURE OWNERSHIP OF ANY NEW DIGITAL ASSETS ARISING FROM A FORK.


YOU AGREE AND ACKNOWLEDGE THAT WE MAY SUSPEND ACCESS TO YOUR ACCOUNT, OR ACCOUNT FUNCTIONS, SUCH AS BUYING, SELLING OR TRANSFERRING DIGITAL ASSETS OR FIAT FUNDS FOR ANY REASON, INCLUDING FOR EXAMPLE, SCHEDULED MAINTENANCE, YOUR FAILURE TO COMPLY WITH THESE TERMS, SECURITY OR FRAUD CONCERNS, FOR REGULATORY REASONS 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.  YOU ACKNOWLEDGE THAT THESE TERMS PERMIT US, WITHOUT ANY LIABILITY TO YOU, TO LIQUIDATE ANY DIGITAL ASSETS IN YOUR ACCOUNT TO SATISFY ANY PAYMENTS OWING TO US, OR ANY NEGATIVE BALANCE IN YOUR ACCOUNT.

WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE ONGOING AVAILABILITY OF OUR THIRD-PARTY SERVICE PROVIDERS TO PROCESS DIRECT DEBITS OR WITHDRAWALS 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 DIGITAL ASSETS OR WITHDRAW FUNDS TO YOUR BANK ACCOUNT. IN SUCH CIRCUMSTANCES, YOU WILL LIKELY ONLY BE ABLE TO TRANSFER YOUR DIGITAL ASSETS TO ANOTHER DIGITAL ASSET WALLET ADDRESS NOT ASSOCIATED WITH OUR SERVICE OR A CUSTODIAN.


DISCLOSURE PURSUANT TO COURT ORDER, SUBPOENA OR OTHER LEGAL PROCESS

WE RESERVE THE RIGHT TO PROVIDE YOUR PERSONAL INFORMATION UPLOADED OR COLLECTED BY OUR WEBSITE OR SERVICE, OR OTHERWISE PROVIDED TO US, TO THIRD PARTIES IF REQUIRED BY LAW (SUCH AS IN RESPONSE TO A SUBPOENA, COURT ORDER OR OTHER LEGAL PROCESS IN ANY JURISDICTION), AND TO COOPERATE WITH LAW ENFORCEMENT AUTHORITIES IN THE INVESTIGATION OF ANY CRIMINAL OR CIVIL MATTER. SUCH PERSONAL INFORMATION MAY INCLUDE, BUT IS NOT LIMITED TO, THE INFORMATION DESCRIBED IN THESE TERMS AND OUR PRIVACY POLICY, INCLUDING YOUR NAME, BANK ACCOUNT INFORMATION AND TRANSACTION HISTORY.


IF WE ARE REQUIRED BY LAW TO MAKE ANY DISCLOSURE OF YOUR PERSONAL 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 WEBSITE 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 OMISSIONS, 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 (INCLUDING BY NEGLIGENCE OR OTHERWISE), FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES YOU SUFFER, 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 AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS OR LICENSORS, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO WITHDRAW YOUR DIGITAL ASSETS AND ANY CANADIAN FUNDS VIA THE SERVICE AND DISCONTINUE ACCESSING AND USING THE SERVICE.

IN ADDITION TO AND SEPARATE FROM 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: (I) THE AMOUNTS PAID BY YOU TO US AS FEES, IF ANY AND IF IMPLEMENTED, OR WHICH WE HAVE EARNED AS A RESULT OF YOUR ACCOUNT, FOR EXAMPLE, BY WAY OF THE BID-ASK SPREAD REFERENCED ABOVE, OVER THE PRECEEDING TWO (2) MONTHS FROM THE DATE YOU FIRST RAISE YOUR CLAIM WITH US; OR (II) OR TEN CANADIAN DOLLARS ($10), WHICHEVER IS MORE.
  • IN NO CIRCUMSTANCES SHALL WE BE LIABLE OR RESPONSIBLE FOR ANY LOSS OF PROFITS OR LOSS OF EXPECTED REVENUE OR GAINS, INCLUDING ANY LOSS OF ANTICIPATED TRADING PROFITS AND/OR ANY ACTUAL OR HYPOTHETICAL TRADING LOSSES, WHETHER DIRECT OR INDIRECT, EVEN IF WE ARE ADVISED OF OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF.
  • IN NO CIRCUMSTANCES SHALL WE BE LIABLE OR RESPONSIBLE FOR ANY DAMAGES YOU SUFFER ARISING FROM THE LOSS OF AN OPPORTUNITY, INCLUDING FOR EXAMPLE, THE LOSS OF AN OPPORTUNITY TO BUY, SELL, TRADE OR PROFIT FROM A DIGITAL ASSET;
  • IN NO CIRCUMSTANCES SHALL WE BE LIABLE OR RESPONSIBLE FOR ANY LOSS OR DAMAGE WHATSOEVER WHICH DOES NOT ARISE DIRECTLY AS A RESULT OF OUR BREACH OF THIS AGREEMENT (WHETHER OR NOT YOU ARE ABLE TO PROVE SUCH LOSS OR DAMAGE).

YOU AGREE AND ACKNOWLEDGE THAT WE WOULD NOT ENTER INTO THIS AGREEMENT OR GRANT ACCESS TO THE WEBSITE OR SERVICE WITHOUT THE ABOVE RESTRICTIONS AND LIMITATIONS ON OUR LIABILITY.


INDEMNIFICATION AND HOLD HARMLESS

YOU AGREE TO INDEMNIFY US, OUR AFFILIATES, EMPLOYEES, SHAREHOLDERS, DIRECTORS, AGENTS, REPRESENTATIVES AND CONTRACTORS, AND TO DEFEND AND HOLD EACH OF THEM HARMLESS, FROM ANY AND ALL CLAIMS AND LIABILITIES (INCLUDING REASONABLE LEGAL FEES) WHICH MAY ARISE FROM, (I) YOUR VIOLATION OF THESE TERMS, OR ANY POLICY INCORPORATED BY REFERENCE; (II) YOUR VIOLATION OF ANY THIRD PARTY RIGHT; (III) ANY BREACH OF A REPRESENTATION OR WARRANTY MADE BY YOU TO US, EITHER IN THESE TERMS, ACCEPTABLE USE POLICY, PRIVACY POLICY OR OTHERWISE; (IV) ANY BREACH BY YOU OF APPLICABLE LAWS, RULES OR REGULATIONS; OR (V) ANY CLAIM FOR DAMAGES BROUGHT AGAINST US BY FLINKS, PLAID, A CUSTODIAN OR THEIR AFFILIATES, OR ANY BANK OR FINANCIAL INSTITUTION, RELATED TO OR ARISING FROM YOUR ACCOUNT OR YOUR USE OF THE SERVICE.


WITHOUT LIMITING THE ABOVE LIMITATIONS ON OUR LIABILITY IN ANY WAY, YOU AGREE THAT WE SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU FOR THE LOSS OR THEFT OF ANY DIGITAL ASSETS CAUSED OR CONTRIBUTED TO BY A CUSTODIAN, WHETHER SUCH LOSS OR THEFT WAS CAUSED, IN WHOLE OR IN PART, BY THEIR NEGLIGENCE, FRAUDULENT MISCONDUCT OR OTHERWISE.

Proprietary Rights

Our Website and Service, and the underlying components thereof, contain open source and public domain content, licensed content as well as proprietary content owned by us and by third-party independent providers, with all rights reserved.  You are not permitted to copy or distribute any content (including but not limited to text, graphs, software code, images, trademarks, videos or audio) on or underlying the Website or Service without the express consent of the owner.

The Website, Service and their contents are protected by copyright, trademark and other laws of Canada, the United States and foreign countries.  All rights, title and interest in and to the Service (which includes our online platform, iOS, WatchOS and Android applications) are and will remain the exclusive property of Newton Crypto Ltd. and our licensors. Without limiting the foregoing, you are not permitted to use any of our trademarks or trade names, including our logo, without our express permission.

You agree not to reproduce, modify or prepare derivative works, distribute, sell access to or retransmit our Website, Service or their contents except with our express permission.

User Content

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, irrevocable, 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.


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 operating unlawfully, damaging, or in violation any third party's rights, these Terms or any policy incorporated by reference.

Linked Sites

Whether or not we are affiliated with websites, applications or third-party vendors that may be linked to or used in connection with 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 may provide links and references to material on other websites not owned or operated by us.  Links found on our Website or Service (or provided to you from our representatives) 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 websites at your own risk.

Disputes, Governing Law and Jurisdiction

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 such governing laws are applied to agreements entered into and to be performed entirely within such province.

Disputes of $30,000 or More

In respect of a claim by either you or us for an amount of CAD $30,000 or greater, and/or a claim seeking any non-monetary relief, arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us, you 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) for the settlement thereof.  

Disputes under $30,000

IN RESPECT OF A CLAIM BY EITHER YOU OR US, FOR AN AMOUNT OF LESS THAN CAD $30,000, AND WHICH DOES NOT SEEK ANY NON-MONETARY RELIEF,  RELATING TO OR IN ANY WAY ARISING FROM THESE TERMS, ALL DOCUMENTS INCORPORATED BY REFERENCE AND YOUR RELATIONSHIP WITH US, YOU AGREE THAT THE CLAIM SHALL BE RESOLVED BY ARBITRATION AT ADR CHAMBERS (https://adrchambers.com) USING THE ADR CHAMBERS EXPEDITED ARBITRATION RULES. THERE SHALL BE NO ORAL HEARING (I.E. AN “IN WRITING ONLY ARBITRATION”). YOU AGREE THAT THE ADR CHAMBERS EXPEDITED ARBITRATION RULES GIVE YOU A FAIR OPPORTUNITY TO PRESENT YOUR CASE AND RESPOND TO OUR CASE. FOR THE DETAILS OF ADR CHAMBERS AND THEIR EXPEDITED ARBITRATION RULES, visit https://adrchambers.com/expedited-arbitration/.  


Judgement upon the award rendered by the arbitrator may be entered in any court having jurisdiction. There shall be no appeal from the decision of the arbitrator whether on questions of fact, law or mixed fact and law.

If the above arbitration provision is, for any reason not enforceable, you 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 and all disputes arising out of or in any way related to these Terms, all documents incorporated by reference and your relationship with us.

Severability

If any provision of these Terms is 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 at the discretion of the arbitrator or court, as the case may be.

No Interpretation 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

All policies referred to in these Terms or anywhere on our Website or Service are hereby incorporated by reference, including but not limited to, our Privacy Policy and Anti-Money Laundering Policy.

Cancelling Your Account

You can stop using our Website and Service at any time. Please contact us at hello@newton.co 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 limiting the generality of the foregoing, we may suspend your Account, or cease processing transactions,  if we have any security, compliance 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 withdraw your Digital Assets and any funds in your Account to an external wallet address, or your Bank, within 15 calendar days of our request.


The cancellation, suspension or termination of access to our Website or Service shall not terminate this agreement.  Without limiting the generality of the foregoing, any provision of these Terms concerning the limitation of our liability, your indemnification obligations, settling disputes (including the jurisdiction and choice of law) shall remain binding.

Assignment of this Agreement

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.

Death of an Account Holder

In the event of your death, we will require estate documentation and may, in our sole and absolute discretion, require a final court order to either release your Account funds or Account access to an estate representative.  Estate documentation means any document that may be required by us in our sole and absolute discretion and may include estate representative identity documents, a death certificate, probated will, notarized will or any other legal process used to determine the validity of the will and the distribution of a deceased person’s assets.

In the event of any dispute or uncertainty regarding the release of funds upon your death, we may, subject to applicable law, pay the amounts held in your Account into court and recover any expenses, including legal fees, incurred by us from the funds in the Account.

Right to Seek Injunction

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.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Other Terms and Acknowledgements

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 or Service, including the release of new versions, the addition of new digital assets, 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.


You agree that these Terms are an agreement between you and us only and not with Apple or Google, who may provide the platforms from which you download our application(s) to access our Service. The limited license granted to you to access our Service is non-transferable but may be used on Apple or Google branded products that you own or control. You acknowledge that:

  • Neither Apple nor Google have any obligation, whatsoever, to furnish any maintenance and support services with respect to our applications or our Service.
  • To the maximum extent permitted by applicable law, neither Apple nor Google will have any warranty obligation whatsoever with respect to our applications or our Service, and any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty shall not be Apple or Google’s responsibility.
  • Neither Apple nor Google are responsible for addressing any claims relating to our applications or Service or your possession and/or use of our applications or Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.
  • Neither Apple nor Google are responsible for the investigation, defense, settlement and discharge of any intellectual property infringement claim; and
  • You acknowledge and agree that Apple and Google, and their subsidiaries or related entities, are third party beneficiaries of these Terms, and that, upon your acceptance of the Terms, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce these Terms against you, as a third-party beneficiary thereof.

Acceptable Use Policy and Code of Conduct

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 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:

  1. Access to the Service is intended for use from locations where buying, selling and holding Platform Currencies is lawful. Any use of our Service from a location where buying, selling or holding the Platform Currencies is illegal is prohibited. In the event that access to the Service, or the buying, selling or holding of the Platform Currencies becomes unlawful in your jurisdiction, you agree to sell or transfer your Platform Currencies to an external wallet and close your account with us. Furthermore, we reserve the right to restrict access to the service from countries that have been selectively or comprehensively sanctioned by the United States government. The list of restricted countries include Cuba, Iran, North Korea, Russia, Syria and Ukraine;
  2. You are only permitted to hold one account at a time on our Service. You agree not to establish more than one account at any time and that we may remove any accounts we deem to be duplicates. In making such a determination, we may consider any personal information you provide to us, or which we have collected pursuant to our Privacy Policy;
  3. You will not impersonate any person or entity or use false identities on the Website, Service or in your interactions with us;
  4. You will not upload false, misleading or inaccurate documents or other information;
  5. You will not upload, copy, distribute, share, or otherwise use content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, bullying, threatening, racially or ethnically offensive or abusive, that would violate another person's rights (including their intellectual property rights), constitute or encourage a criminal offense, give rise to civil liability.
  6. You will not use the Website or Service in a way that has any unlawful or fraudulent purpose or effect;
  7. You will not violate any local, provincial, state, national or international law, rule or regulation;
  8. You will not upload, copy, distribute, share or otherwise use unsolicited or unauthorized advertising, promotional materials, or any junk mail;
  9. You will not upload, copy, distribute, share or otherwise use content that contains or embodies software viruses or any other malicious computer code that is designed to interrupt, undermine, destroy or limit the functionality of any computer software, hardware or communications equipment, or that is designed to perform functions on any software, hardware or equipment without the owner's express consent;
  10. You will not disclose your password or transfer your account to any third party, or allow any third party to access your account;
  11. You will not interfere with or disrupt the Website, Service or servers or networks connected thereto;
  12. You will not use the Website or Service to artificially generate traffic or page links to a Website or for any other purpose not intended;
  13. You will not collect, harvest or store any personally identifiable information, including user account information, from us;
  14. You will not translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Website or Service, in whole or in part;
  15. You will not circumvent, disable, violate or otherwise interfere with any security related feature of the Website or Service;
  16. You will not rent, lease, sublicense, transfer, sell, trade, resell or exploit for any commercial purposes any portion of the Website or Service (including, without limitation, your account information, use of the Service or access to the Service);
  17. You will not use your account for your own commercial purposes by sublicensing any rights granted by the Terms or, in any way, sharing the benefit of your account with others. Your account is non-transferrable and may only be used by you;
  18. You will not use the Website or Service in any way that violates the Terms, or that aids, encourages, or purports to authorize anyone else to violate the terms of this policy;
  19. You will not use the Website or Service in any way that intentionally or unintentionally violates any applicable local, state, provincial, national or international law, rule or regulation; and
  20. You will not employ misleading e-mail addresses or falsify information in any part of any communication with us.

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

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