Terms of Service

Introduction

Last Modified:  June 17th, 2020    

Newton Crypto Ltd. 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 service (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 web-based crypto currency 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; and (iv) 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 or use our Service.


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 crypto currencies, which as of the last date of these Terms, include Bitcoin, Ethereum, Litecoin, Ripple, Bitcoin Cash, Stellar Lumens, Monero, Tether, QCad and USD Coin (the “Platform Currencies” and each a “Platform Currency”). We may add additional crypto currencies to our Service. We may also remove support for, or the ability to buy, sell or exchange existing Platform Currencies, at any time. You agree that these Terms shall apply to any additional crypto currencies added to our Service.

Depositing Platform Currencies and Third Party Custody

When you deposit or purchase Platform Currencies via our Service, they are delivered and held under the custody of a third party digital asset custodian, Paradiso Ventures Inc., operating as “Balance”. Balance is a Canadian private corporation. We are not affiliated with Balance, meaning we do not own or control Balance and vice versa. As of the last date these Terms were amended, Balance’s registered office address with Corporations Canada is 8 Telegram Mews, Unit 637, Toronto, Ontario, Canada M5V 3Z5. For more information about Balance and their digital asset custody service, visit https://balancenow.ca/custody.

By using our Service, you consent to the use of and our integration with Balance to act as a custodian of your Platform Currencies. You further consent to the Platform Currencies which you purchase or deposit in connection with our Service being delivered to and held by Balance.

You agree and acknowledge that (i) the Platform Currency balances displayed in your account on our Service are a display of the amounts held by Balance on your behalf; and (ii) the wallet addresses and corresponding QR codes displayed within your account, to facilitate deposits, are wallet addresses for deposits being made directly to Balance’s custody.

We do not, nor do we purport to have, legal title to or ownership of Platform Currencies which (i) are delivered to Balance by you directly (from an external digital wallet you control); or (ii) delivered to Balance by us, on your behalf, in connection with the purchase or exchange of Platform Currencies you make on our Service. You agree that we may send Balance your name and account information (including account transaction details) for Balance to reconcile and confirm they hold your Platform Currencies.

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

Withdrawing Platform Currencies to External Digital Wallets

While custody of the Platform Currencies you purchase or deposit are held by Balance, you may elect to withdraw your Platform Currencies to an external digital wallet address for which you (and neither we nor Balance) will control the private keys for. To learn more about private keys and digital wallets, please see our FAQ webpage.

As our Service may facilitate the withdrawal of your Platform Currencies from Balance’s custody, you authorize us to send withdrawal instructions to Balance, on your behalf. We will only accept and act on withdrawal instructions based on the actions taken from within your account on our Service. To facilitate the withdrawal of your Platform Currencies held by Balance, when a withdrawal request is made within your account, our software sends instructions to Balance, on your behalf, to send your Platform Currencies to an external digital wallet address you specify.

It is your responsibility to ensure that any incoming or outgoing Platform Currencies are sent to the correct digital wallet address; whether displayed by us in your account on the Service, or whether the address is an external wallet address. Your failure to do so may result in the permanent loss of such Platform Currencies, and you acknowledge that this is an inherent risk of using crypto currencies. 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 Platform Currencies being sent to the wrong wallet address or the use of Balance as a third party digital asset custodian. If you elect to withdraw any Platform Currencies 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 Platform Currencies via Balance may vary based upon the network times of the applicable Platform Currency and Balance’s processing times.

Establishing an Account

You are only permitted to establish an account and use our Service as an individual. We do not currently permit or facilitate corporate or other business accounts being held on our Service.

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, bank account details and an email address.

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.

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. As a result, you are not permitted to change the name associated with your account, nor are you permitted to purchase, deposit or store Platform Currencies 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 Platform Currencies 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;
  • You will not send or receive Platform Currencies to or from any individual, entity or country upon which the Government of Canada 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.

Account Security

Account security is crucial to ensure no third party accesses your account to give our Service instructions to buy, sell or transfers your Platform Currencies 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.

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 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.

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:

  1. (i) any activity on your account;
  2. (ii) all instructions provided to the Service from your account concerning the buying, selling, depositing and withdrawing of Platform Currencies; and
  3. (iii) all correspondence provided to us from any email address or phone number used to register 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 and transferring of Platform Currencies. 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 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 Platform Currencies, 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 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 https://newton.co/privacy.html.

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 https://flinks.io/privacy-policy/. For more information on how Plaid operates, along with their privacy policy, visit https://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 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. We may, at any time, ask you to (i) disclose the source of fiat funds being deposited in connection with the Service; (ii) disclose the source and duly respond to any questions we pose concerning the source of any Platform Currencies you wish to, or have deposited or withdrawn to or from Balance in connection with our Service; and (iii) disclose the names of persons or entities you are sending Platform Currencies to, via an external digital wallet address. 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 Platform Currencies 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 verified 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.

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 purchase Platform Currencies and/or withdraw Platform Currencies or Canadian funds.

While the Canadian dollar balance of your account may display immediately or soon after you initiate a deposit on the Service, it typically take 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 Platform Currencies 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 Platform Currencies purchased will be displayed in your account and delivered to Balance, we place holds on, and we will not execute any instructions to withdraw the Platform Currencies from Balance 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 PLATFORM CURRENCIES 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 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.

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 Platform Currencies 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) 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 Platform Currencies, 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 Platform Currencies 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, Platform Currencies, often called the “bid-ask spread”. In short, we keep a small spread between the price we quote for the purchase or sale of Platform Currencies in your account, and the amount we pay our own liquidity providers.

Taxes

You acknowledge that buying and selling Platform Currencies 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 Platform Currencies. 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.

ACCEPTANCE OF RISK AND DISCLAIMERS

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 OR 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, YOUR ACCOUNT AND THE THIRD PARTY DIGITAL ASSET CUSTODIAN, BALANCE, WHICH MAY RESULT IN THE LOSS OR THEFT OF YOUR FUNDS AND/OR PLATFORM CURRENCIES. IF YOU DO NOT WISH TO HAVE YOUR PLATFORM CURRENCIES STORED BY US, OR VIA THE THIRD PARTY CUSTODIAN, BALANCE, AS REFERENCED ABOVE, YOU SHOULD WITHDRAW YOUR PLATFORM CURRENCIES 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.

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 ACCESS AND USE THOSE NETWORKS AND THE CORRESPONDING BLOCKCHAIN AT YOUR OWN RISK.

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, SELLING OR TRANSFERRING PLATFORM CURRENCIES 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 LIABLITY TO YOU, TO LIQUIDATE ANY PLATFORM CURRENCIES 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 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

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 OUR PRIVACY POLICY, 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, 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 REMOVE OR WITHDRAW YOUR PLATFORM CURRENCIES AND ANY BALANCES VIA 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:

(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.

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, BALANCE OR THEIR AFFILIATES, OR ANY BANK OR FINANCIAL INSTITUTION, RELATED TO OR ARISING FROM YOUR ACCOUNT OR 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 PLATFORM CURRENCIES CAUSED OR CONTRIBUTED TO BY BALANCE (THE THIRD PARTY DIGITAL ASSET CUSTODIAN REFERENCED IN THESE TERMS), 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 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 websites at your own risk.

Law of the Contract (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 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

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 limit 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 Platform Currencies 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.

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

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.

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 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:

  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;
  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.