Newton $100K Referral Giveaway Rules

The Newton $100K Referral Giveaway (the “Promotion”) is sponsored and administered by Newton Crypto Ltd. (“Newton”). The Promotion will begin at 12:01 A.M. Eastern Time (“ET”) on April 6, 2022, and end at 11:59 P.M. ET on May 6, 2022.

NO PURCHASE OR TRADE NECESSARY TO ENTER OR WIN. A PURCHASE OR TRADE DOES NOT IMPROVE YOUR CHANCES OF WINNING.

THE PROMOTION IS INTENDED TO BE CONDUCTED AND MAY ONLY BE ENTERED IN OR FROM CANADA (EXCLUDING QUEBEC).  ENTRIES ORIGINATING FROM ANY OTHER JURISDICTION ARE NOT ELIGIBLE FOR ENTRY. THE PROMOTION IS GOVERNED EXCLUSIVELY BY THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE IN SUCH PROVINCE. YOU ARE NOT AUTHORIZED TO PARTICIPATE IN THE PROMOTION IF YOU ARE (I) LOCATED IN QUEBEC OR (II) NOT LOCATED WITHIN CANADA.  THE PROMOTION IS VOID IN WHOLE OR IN PART WHERE PROHIBITED BY LAW.  ENTRY IN THE PROMOTION SHALL CONSTITUTE ACCEPTANCE OF THESE RULES (THE “PROMOTION RULES”).  IF YOU DO NOT AGREE TO THESE PROMOTION RULES IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO PARTICIPATE IN THE PROMOTION IN ANY MANNER.

If you participate in the Promotion, as either a (i) Referrer (as defined below) or a Friend (as defined below), you are bound by these Promotion Rules.  By participating in the Promotion, Referrers and Friends agree to use the Promotion in the manner specified in these Promotion Rules. If you do not agree to these Promotion Rules in their entirety, you are not authorized to register as a Referrer or participate as a Friend in the Promotion.  Neither Referrers nor Friends may participate in the Promotion where doing so would be prohibited by any applicable law or regulations.  In these Promotion Rules, Referrers and Friends may sometimes be referred to collectively as “Promotion Participants”, and each a “Promotion Participant”.

Newton reserves the right to modify or amend at any time these Promotion Rules and/or the methods through which Prizes are allocated or to disqualify any Referrers or Friends from participating in the Promotion at any time.

How the Promotion Works

A. Promotion Period.

The Promotion begins at 12:01 A.M. ET on April 6, 2022 (the “Promotion Start”) and ends at 11:59 P.M. ET on May 6, 2022 (the “Promotion End”, with the period in-between being referred to as the “Promotion Period”).  No Promotion Participants will be accepted after the Promotion End.

B. Participation, Generally.

A Newton user with an active account in good standing at the Promotion Start (a “Referrer”) may participate in the Promotion by referring one or more persons to join Newton’s crypto trading platform by visiting https://www.newton.co/giveaway and following the instructions set out on the page to refer friends, colleagues or other individuals to the Newton crypto asset trading platform.

Individuals who receive a referral link and invitation for the Promotion via a Referrer are referred to in these Promotion Rules as a “Friend” or, if more than one, "Friends".   By participating in the Promotion, a Referrer represents to Newton that they have the consent of their Friend or Friends to provide their contact information to Newton.

C. Eligibility.

NO INDIVIDUALS ARE AUTHORIZED TO PARTICIPATE IN THE PROMOTION IF NOT LOCATED WITHIN CANADA.  NOTWITHSTANDING THE FOREGOING, RESIDENTS OF QUEBEC ARE NOT AUTHORIZED TO PARTICIPATE IN THE PROMOTION.

Referrer Eligibility: Only the following persons shall be eligible to enter and win as Referrers in the Promotion:

  • legal residents of Canada not resident in Quebec;
  • reached the age of majority in their province/territory of residence at the time of their entrance into the Promotion;
  • have an existing and active account in good standing on Newton’s platform as of the Promotion Start; and
  • meet the additional requirements set out in both the “Making a Referral to Enter” and “Qualified Referrals” section below.

Friend Eligibility:  Only the following persons shall be eligible to enter and win as Friends in the Promotion:

  • legal residents of Canada not resident in Quebec;
  • reached the age of majority in their province/territory of residence at the time of their entrance into the Promotion;
  • do not have and have never had an existing account on Newton’s Platform as of the Promotion Start; and
  • meet the additional Promotion requirements for being a “Qualified Referral” as set out in the “Qualified Referrals” section below.

The Promotion is void in Quebec, outside of Canada and where prohibited, taxed or restricted by law. Employees, officers and directors of Newton and its affiliates and their immediate families (parents, children, siblings, spouse) or members of the same household (whether related or not) of such employees, officers and directors are not eligible to enter. All federal, provincial and local laws and regulations apply.  As indicated above, at the time of Prize Notification (as defined below), a Prize Winner (as defined below) must have a Newton platform account in good standing as a condition of receiving the Prize (as defined below). Additional entry, eligibility and Prize winning requirements are set out below.  

Newton shall have the right at any time to require proof of identity and/or eligibility to participate in the Promotion. Failure of a Promotion Participant to provide such proof may result in disqualification from the Promotion. All personal and other information requested by and supplied to Newton for the purpose of the Promotion must be true, complete, accurate and in no way misleading. Newton reserves the right, in its sole discretion to disqualify a Promotion Participant should such the Promotion Participant provide any untruthful, incomplete, inaccurate or misleading information.

D. Making a Referral to Enter

A Referrer must register https://www.newton.co/giveaway to make a referral of a Friend during the Promotion Period.  Referrers must respect the spirit of the Promotion by only referring as a Friend or Friends real individuals who meet the requirements of these Promotion Rules. Referrers cannot refer themselves and a Referrer may not create multiple or fake accounts with Newton or participate in the Promotion using multiple or fake email addresses or identities.  

E. Qualified Referrals

To be a “Qualified Referral” for purposes of the Promotion, a Friend must meet all of the following conditions (the “QR Conditions”):

  • prior to the Promotion Start, the Friend had not previously had an account with Newton under any email address or alias;
  • the Friend has registered for an account on Newton’s platform using the Referrer’s referral link during the Promotion Period;
  • the Friend meets Newton’s requirements for opening an account on Newton’s platform, successfully completes Newton’s account opening process during the Promotion Period, and deposits at least $100 into such Newton account prior to the Draw Date (as defined below);
  • the Friend is a legal resident of Canada not resident in Quebec; and
  • the Friend has reached the age of majority in their province/territory of residence at the time of entrance into the Promotion.

A Friend who meets and continues to meet at all times until the Draw Date, the QR Conditions, becomes a Qualified Referral for purposes of the Promotion once Newton is satisfied, acting reasonably, that the Friend has met all of the QR Conditions.

F. Draw and Prizes

DRAW:  On May 23, 2022, at approximately 12:00 P.M. (Eastern Time) (the “Draw Date”), five (5) random draws shall be conducted by Newton from among all eligible Qualified Referrals received during the Promotion Period (each, a “Draw”, and collectively the “Draws”) at Newton’s offices.

PRIZES:  A total of ten (10) prizes are available to be won under this Promotion, as follows (each, a “Prize” and collectively, the “Prizes”):

  • Five (5) x $10,000 cash prizes for Referrers (each, a “Referrer Prize”, and collectively the “Referrer Prizes”); and
  • Five (5) x $10,000 cash prizes for Friends who qualify as Qualified Referrals (each, a “Friend Prize”, and collectively the “Friend Prizes”).

PROCEDURE FOR AWARDING PRIZES:  For each of the five random Draws, (i) a Friend Prize shall be allocated to the Qualified Referral drawn by Newton and (ii) a Referrer Prize shall be allocated to the Referrer whose referral link the Qualified Referral used to enter the Promotion.    Prizes are non-exchangeable, non-transferable, non-refundable, and must be accepted as awarded with no substitutions.   

SKILL-TESTING QUESTION:  To be declared the winner of a Prize, a Promotion Participant drawn must correctly answer, without assistance of any kind, whether mechanical or otherwise, a time-limited mathematical skill-testing question to be administered by email or other means of electronic communications acceptable to Newton, to comply with the Promotion Rules, and, if requested by Newton sign and return the Release (as defined below).  The Promotion Participant must also have met and continued to meet all the eligibility and entry requirements described in the Promotion Rules, including those specified under the heading “Eligibility” above in order to win a Prize.  A Qualified Referral who is drawn in a Draw, or a Referrer who has had one of their referred Friends drawn in a Draw, that completes the foregoing requirements and fulfils the eligibility requirements for Promotion Participants shall make the Promotion Participant a “Prize Winner”, allocated a Prize, and such Prize will be transferred to their Newton account within ten (10) business days after the Draw Date. All Prizes must be accepted as awarded.

RANDOM DRAWING/ODDS: Prize Winners will be selected in a random drawing on or about the Draw Date, from all eligible Qualified Referrals received during the Promotion Period.  Odds of winning for a Referrer depend on the number of eligible Qualified Referrals received for the Draw and the number of Qualified Referrals referred by such particular Referrer.  Odds of winning for a Friend depend on the number of eligible Qualified Referrals received for the Draw.  By entering the Promotion, Promotion Participants fully and unconditionally agree to be bound by these Promotion Rules and the decision of Newton and its authorized representatives, which will be final and binding in all matters relating to the Promotion.  Maximum of one (1) Prize per Promotion Participant / Prize Winner.

PRIZE NOTIFICATION: Newton will attempt to contact potential Prize Winners of the Promotion within five (5) business days of the Draw Date to notify them (the “Draw Notification”) that they have been selected in a Draw.  The Draw Notification may be sent by Newton via email. The potential Prize Winner will be required to respond to Newton within two (2) business days of the Draw Notification in order to claim their prize.  Potential Prize Winner may be required to sign and return, where legal, an Affidavit or Declaration of Eligibility, Liability/Publicity Release, Indemnity, and/or rights transfer or other confirmatory document (collectively, “Release”) within two (2) business days of the Draw Notification. 

ALTERNATE PRIZE WINNERS:  If a potential Prize winner cannot be contacted, fails to successfully complete the skill-testing question, fails to complete the Release and/or respond to Newton within the required time period, or if any Prize or Draw Notification is returned as undeliverable, or if a potential Prize Winner rejects his/her/their Prize, or in the event of non-compliance with these Promotion Rules and requirements, such Prize will be forfeited and Newton shall have the right, in its sole and absolute discretion, to conduct another random Draw from the Promotion Participants to allocate the forfeited Prize, as follows:  

  • if the Promotion Participant that forfeited the Prize is or was a Friend or Qualified Referral, then Newton shall have the right to conduct another random draw to allocate the forfeited Prize to another Qualified Referral; and
  • if the Promotion Participant that forfeited the Prize is or was a Referrer, then Newton shall have the right to conduct another random draw amongst the pool of eligible Referrers with one (1) or more Qualified Referrals to allocate the forfeited Prize to another Referrer, but such random may take into account the number of Qualified Referrals referred by each Referrer, with each Qualified Referral per Referrer giving that Referrer one (1) entry into such draw (e.g., a Referrer with 15 Qualified Referrals as of the Promotion End will have 15 entries into the draw).

Newton will conduct such alternative draws to allocate forfeited Prizes until such time as a Promotion Participant satisfies the Promotion Rules and Prize Winner requirements set out herein, or there are no more eligible Qualified Referrals or Prizes left, whichever occurs first.   Newton is not responsible for the failure for any reason whatsoever of a selected Promotion Participant to receive notification or for Newton to receive a selected Promotion Participant’s response.  Upon Prize forfeiture, no compensation will be given.  Newton also reserves the right, in its sole and absolute discretion, to disqualify both a Qualified Referral drawn in any Draw and the Qualified Referral’s Referrer from the Promotion or from receiving a Prize if either the Qualified Referral or the Qualified Referral’s Referrer has not been fully compliant with these Promotion Rules, including the failure to provide any requested identification or information to Newton.

No correspondence pertaining to the Promotion will be entered into except with Promotion Participants requesting the Promotion Rules by mail or requesting the name(s) of the Winners for which a self-addressed, postage paid envelope must be provided by the individual making the request.   Requests should be addressed to Newton’s Promotion Rules Request: The Newton $100K Referral Giveaway, Newton Social Media Team, Newton Crypto Ltd., 180 John Street, Toronto, ON, M5T 1X5.

G. Verified Qualified Referrals

Prizes are subject to verification. Newton may delay the confirmation of a Qualified Referral or the award of a Prize for the purposes of investigation and review of compliance with these Promotion Rules. Newton may also refuse to verify and process any transaction Newton deems, in its sole discretion, to be fraudulent, suspicious, in violation of these Promotion Rules, or believes will impose potential liability on Newton, its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents. All of Newton's decisions are final and binding, including decisions as to whether a Qualified Referral or Prize is verified.

Privacy

Referrers may participate in the Promotion in order to refer their Friends to Newton’s platform as potential new Newton customers. To do this, Referrers must necessarily submit personal information about themselves and their Friends, such as name and e-mail address information, so that Newton can send communications to the Friends on the Referrers’ behalf. The personal information will be collected, processed and used in accordance with Newton’s Privacy Statement, which can be found at https://www.newton.co/privacy. Referrers agree and understand that, in addition to the initial communications to Friends, Newton may also use the personal information to send to Friends additional follow-up communications on behalf of the Referrers in order to encourage or remind the Friends to complete the account verification process. The personal information may also be used by Newton to contact Referrers with regards to their participation in the Promotion and to send to Referrers additional communications from Newton.

Newton Content Ownership and Use

A. Newton Content and Intellectual Property

Newton’s online platform and the Promotion contain content that includes designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, “Content”). As between a Program Participant and Newton, all Content is the property of Newton or its licensors and is protected under copyright, trademark, and other laws. The compilation (meaning the collection, arrangement, and assembly) of all Content on Newton’s online platform or the Promotion is the exclusive property of Newton and is protected by copyright, trademark, and other laws.

All rights are reserved. Unauthorized copying or use of any Newton’s Content or intellectual property without the express written consent of its owner is strictly prohibited.

B. License to You

Newton authorizes you, subject to these terms, to access and use Newton’s online platform, the Promotion, and the Content solely for your personal, non-commercial use. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Content on any copy you make of it.

C. Trademarks

The registered or unregistered logos, product and service names contained in Newton’s platform, or the Promotion are or may be trademarks of Newton or its licensors (the “Marks”). Without Newton’s prior written permission, and except as solely enabled by any link as provided by Newton, you agree not to display or use in any manner the Marks.

Indemnification, Release and Liability

A. Indemnification

BY PARTICIPATING IN THE PROMOTION, PROMOTION PARTICIPANTS AND PRIZE WINNERS AGREE TO:  (I) BE BOUND BY THESE PROMOTION RULES, THE DECISIONS OF NEWTON AND ITS DESIGNEES, AND THE PRIVACY POLICY OF NEWTON; AND (II) RELEASE AND HOLD HARMLESS NEWTON, AND THEIR ADVERTISING AND PROMOTION AGENCIES AND THEIR RESPECTIVE PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, FRANCHISEES, PARTNERS, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS, EMPLOYEES, OFFICERS AND DIRECTORS (COLLECTIVELY, “RELEASED ENTITIES”), FROM ANY AND ALL LIABILITY, FOR LOSS, HARM, DAMAGE, INJURY, COST OR EXPENSE WHATSOEVER INCLUDING WITHOUT LIMITATION, PROPERTY DAMAGE, PERSONAL INJURY AND/OR DEATH WHICH MAY OCCUR IN CONNECTION WITH, PREPARATION FOR, TRAVEL TO, OR PARTICIPATION IN THE PROMOTION, OR POSSESSION, ACCEPTANCE, USE, MISUSE, OF PRIZE OR PARTICIPATION IN ANY PROMOTION-RELATED ACTIVITY AND FOR ANY CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, INVASION OF PRIVACY, COPYRIGHT INFRINGEMENT, TRADEMARK INFRINGEMENT OR ANY OTHER INTELLECTUAL PROPERTY-RELATED CAUSE OF ACTION AND/OR THE AWARDING, RECEIPT AND/OR USE OR MISUSE OF THE PROMOTION OR ANY PRIZE.   FURTHER, THE PROMOTION PARTICIPANT AGREES TO FULLY INDEMNIFY NEWTON, AND THE RELEASED ENTITIES FROM ANY AND ALL CLAIMS BY THIRD PARTIES RELATING TO THE PROMOTION, WITHOUT LIMITATION.

B. Release from Liability to Potential Prize Winner.

In the event a potential Prize Winner does not comply with all the provisions as contemplated in the Promotion Rules or has incorrectly answered the skill-testing question, Newton shall have the right to disqualify the potential Prize winner from the Promotion and draw an alternate potential Prize Winner as set out above.  Newton shall be fully and completely released and discharged from any liability or responsibility in this regard. The provisions and procedures referred to above relating to selection and notification of a potential Prize Winner shall be applied, with the necessary amendments, until a qualified Prize Winner has been duly selected.

C. Taxes.

Any and all federal, provincial and local taxes are the sole responsibility of the Prize winner. 

D. Liability.

Newton assumes no responsibility or liability for lost, late, unintelligible/illegible, falsified, damaged, misdirected or incomplete entries or referrals, notifications, responses, replies or any release, or for any computer, online, software, telephone, hardware or technical malfunctions that may occur, including but not limited to malfunctions that may affect the transmission or non-transmission of a referral or entry. Newton is not responsible for any incorrect or inaccurate information, whether caused by website users or by any of the equipment or programming associated with or utilized in the Promotion or by any technical or human error which may occur in the administration of the Promotion. The Released Entities, including Netwon, are not responsible for technical, hardware, software, telephone or other communications malfunctions, errors or failures of any kind, lost or unavailable network connections, web site, Internet, or ISP availability, unauthorized human intervention, traffic congestion, incomplete or inaccurate capture of entry information (regardless of cause) or failed, incomplete, garbled, jumbled or delayed computer transmissions which may limit one’s ability to enter the Promotion, including any injury or damage to Promotion Participant’s or any other person’s computer relating to or resulting from participating in this Promotion or downloading any materials in this Promotion.

Further, Newton is not responsible for:

  • any injury or damage to the Promotion Participant or to any computer related to or resulting from participating or downloading materials in the Promotion, 
  • any printing, typographical, administrative or technological errors in any websites or materials associated with the Promotion;
  • any failure of Newton’s website or application during the Promotion Period, including any problems or technical malfunctions of any computer on-line systems, servers, computer equipment, software, failure of any e-mail, notification or entry to be received on account of technical problems or traffic congestion on the Internet, any website, any application, or any combination thereon;
  • any claims, demands, and damages in disputes among Referrers or between Referrers and Friends; 
  • referrals or entries in the Promotion which fail to comply with the Promotion Rules; or
  • any other injuries, losses or damages of any kind resulting from participation in the Promotion, that were not reasonably foreseeable to Newton at the relevant time.

IN NO EVENT WILL THE RELEASED ENTITIES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF A PROMOTION PARTICIPANT’S PARTICIPATION IN THE PROMOTION. 

The Promotion Participant assumes liability for injuries caused or claimed to be caused by participating in the Promotion, or by the acceptance, possession, use of, or failure to receive any Prize. Newton assumes no responsibility or liability in the event that the Promotion cannot be conducted as planned for any reason, including those reasons beyond the control of Newton, such as infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or corruption of the administration, security, fairness, integrity or proper conduct of the Promotion, the Promotion website(s) and/or the Promotion application(s). 

Newton shall not be liable to any Program Participant for failure to supply any Prize or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasigovernmental entity, including the Ontario Securities Commission (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond any of the Released Entities' control.  Newton reserves the right, in its sole discretion, to cancel, terminate, modify, extend or suspend this Promotion should (in its sole and absolute discretion) virus, bugs, non-authorized human intervention, fraud or other causes beyond its control corrupt or affect the administration, security, fairness or proper conduct of the Promotion.   In such case, Newton may select the potential Prize winner by random draw from all eligible Qualified Referrals received and/or from all of the eligible Program Participants prior to and/or after (if appropriate) the action taken by Newton, acting reasonably. 

Newton is not responsible if Promotion cannot take place or if any Prize cannot be awarded due to travel cancellations, delays or interruptions due to acts of God, acts of war, natural disasters, weather or acts of terrorism. 

‍NEWTON RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION TO TERMINATE THE PROMOTION, IN WHOLE OR IN PART, AND/OR MODIFY, AMEND OR SUSPEND THE PROMOTION, AND/OR THE PROMOTION RULES IN ANY WAY, AT ANY TIME, FOR ANY REASON WITHOUT PRIOR NOTICE.

Conduct

A. Integrity of the Promotion Agreement

Newton reserves the right, in its sole and absolute discretion, to disqualify any Promotion Participant or individual it finds to be tampering with the referral process or the operation of the Promotion or Newton’s website.  Newton may prohibit a Promotion Participant from participating in the Promotion or winning a Prize if, in its sole and absolute discretion, it determines that said Promotion Participant is attempting to undermine the legitimate operation of the Promotion by engaging in Prohibited Conduct (as defined below).If such Prohibited Conduct undermines the integrity of the Promotion and a solution cannot be found to restore the integrity of the Promotion after the occurrence of Prohibited Conduct (as defined below), Newton reserves the right, in its sole and absolute discretion, to cancel, change, or suspend the Promotion.

B. Prohibited Conduct

All Program Participants agree to refrain from the following prohibited conduct or to use the Promotion to (collectively, “Prohibited Conduct”):

  • violate applicable law or Promotion Rules;
  • infringe the intellectual property rights of Newton or any third parties;
  • stalk, annoy, abuse, threaten, harass, or harm another individual or person, including any other Promotion Participants, Newton or Newton representatives;
  • impersonate any person or otherwise misrepresent Referrer's identity;
  • interfere with, disrupt or violate the Promotion Rules or servers or networks connected to the Promotion; or disobey any requirements, procedures, policies, or regulations of such networks;
  • interfere with another Referrer's use of the Promotion;
  • attempt to gain unauthorized access to the Promotion, other accounts, computer systems, or networks connected to the Promotion;
  • transmit any file that contains viruses, worms, trojan horses, or any other contaminating or destructive features;
  • conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;
  • resell, barter, trade, auction or otherwise generate income by providing access to the Promotion to others other than as expressly contemplated in these Promotion Rules;
  • engage in any cheating, hacking, deception, or other unfair playing practices (including the use of automated quick entry programs);
  • tamper or attempt to tamper with the Promotion referral process or the operation of the Promotion, the Promotion website, the Promotion application or any related promotional website or application; or
  • using any automated, script, macro, robotic or other program(s) to enter or otherwise participate in the Promotion.

C. Bulk Distribution (“Spam”)

Bulk referrals, distribution to strangers, or any other promotion of a Promotion in a manner that would constitute or appear to constitute unsolicited commercial email or "spam" in Newton’s sole discretion is expressly prohibited and may be grounds for immediate termination of the Referrer's participation in the Promotion. Newton has a strict “no-tolerance” spam policy. Newton has no obligation to monitor the content provided by Referrers; however, Newton may choose to do so and block any email messages, remove any such content, or prohibit any use of or reference to the Promotion.

While Newton provides a referral link, each Referrer must nonetheless comply with applicable law. Referrers who do not comply with the law, including antispam laws, are obligated to indemnify Newton and all of the Released Entities against any liabilities, costs and expenses incurred as a result of such violation.

D. Fraudulent and Suspicious Behavior; Tampering

Any attempted form of entry into the Promotion other than as set forth above is prohibited.  No automatic, programmed, robotic or similar means of entry into the Promotion are permitted.    Use of any bulk marketing website, affiliate network properties, automated systems, script, or macro to participate in the Promotion is strictly prohibited and will result in disqualification.  Promotion Participants may not enter with multiple or fake emails addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in the Promotion or receive a Prize.  Newton reserves the right to disqualify any Promotion Participant and/or cancel any Prize(s) if Newton finds a Promotion Participant to be tampering with the referral process or the operation of the Promotion, engaging in Prohibited Conduct or violating these Promotion Rules in any way.  

E. Caution

ANY ATTEMPT BY A PROMOTION PARTICIPANT TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE PROGRAM.  SHOULD SUCH AN ATTEMPT BE MADE, NEWTON RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING REASONABLE LEGAL FEES) FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CRIMINAL PROSECUTION.

General Terms

A. Entire Agreement.

These Promotion Rules constitute the entire agreement between Promotion Participants and Newton concerning Promotion Participants' use of the Promotion. The failure of Newton to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, Newton and Promotion Participants nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and that the other provisions of these terms shall remain in full force and effect. The section titles in these terms are for convenience only and have no legal or contractual effect. A person who is not a party to these terms shall have no right to enforce or receive the benefit of any of these terms.

B. Publicity.

Participation in Promotion and acceptance of Prize constitutes each Prize Winner’s permission for Newton to use his/her/their name, address (city and Province), likeness, photograph, picture, portrait, voice, biographical information, Prize information, and/or any statements made by each Prize Winner regarding the Promotion or Newton for advertising and promotional purposes (and inclusion in the list of Prize Winners) without notice, permission or additional compensation, except where prohibited by law.  

C. Disputes and Arbitration; Forum and Venue.

Each Promotion Participant waives all rights to trial in any action or proceeding instituted in connection with these Promotion Rules, including, without limitation, the Promotion. Any controversy or claim arising out of or relating to these Promotion Rules and/or the Promotion shall be settled by binding arbitration in accordance with the commercial arbitration rules of the Canadian Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Toronto, Ontario.  Each Promotion Participant covenants not to sue or otherwise bring a claim against Newton in any other forum.

For any matters which are not subject to arbitration as set forth in these Promotion Rules and/or in connection with the entering of any judgment on an arbitration award in connection with these Promotion Rules and/or the Promotion, each Promotion Participant irrevocably submits and consents to the exclusive jurisdiction and venue of the province and federal courts located in or closest to the municipality of Toronto in the province of Ontario. All dollar amounts referred to in the Promotion Rules are stated in Canadian Dollars. Each Promotion Participant agrees not to raise the defense of forum non conveniens

D. Governing Law; Interpretation.

THESE PROMOTION RULES, THE INTERPRETATION OF ITS TERMS, THE RIGHTS AND OBLIGATIONS AS BETWEEN THE PROMOTION PARTICIPANT AND NEWTON IN CONNECTION WITH THE PROMOTION, AND ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR RELATED TO THE PROMOTION OR ANY PRIZE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF ANY OTHER JURISDICTION’S LAWS.

E. Construction.

Invalidity or unenforceability of any provisions, in part or in full of these Promotion Rules shall not affect the validity or enforceability for the remainder of the Promotion Rules. The Promotion Rules shall be interpreted as if the invalid or unenforceable provisions were not included, should such provisions exist.   In the event of any discrepancy or inconsistency between the Promotion Rules and disclosures or other statements contained in any Promotion-related materials, including but not limited to the Promotion entry form, or point of sale, website, television, print or online advertising, the Promotion Rules of these Promotion Rules shall prevail, govern and control.

F. Collection and Use of Information.

Newton will be collecting personal data about Promotion Participants online, in accordance with its privacy policy. Please review Newton’s privacy policy located at https://www.newton.co/privacy. By participating in the Promotion, Promotion Participants hereby understand and agree: (i) to Newton’s collection and usage of their personal information and acknowledge that they have read and accepted Newton’s privacy policy, (ii) Newton will collect, use and disclose their personal information only in relation to the Promotion as contemplated in these Promotion Rules, as well as in accordance with Newton’s privacy policy as applicable to their Newton account.

G. List of Prize Winners.

To obtain the name of the Prize Winners, send a self-addressed, stamped envelope by June 10, 2022, to: Winner’s List’s Request: The Newton $100K Referral Giveaway, Newton Social Media Team, Newton Crypto Ltd., 180 John Street, Toronto, ON, M5T 1X5.

H. Promotion Sponsor.

Newton Crypto Ltd. is the sponsor of this Promotion.