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Ndax - KOHO Supplement

Ndax - KOHO Supplement

SUPPLEMENT TO THE NDAX USER AGREEMENT FOR USERS OF THE KOHO NDAX CRYPTO INTERFACE

THIS USER SUPPLEMENT (“THIS KOHO USER NDAX SUPPLEMENT”), TOGETHER WITH THE USER AGREEMENT THAT THIS SUPPLEMENT FORMS PART OF (COLLECTIVELY, THE “KOHO USER NDAX AGREEMENT”), GOVERNS THE ACCESS OF THOSE CLIENTS THAT HAVE OPENED AN ACCOUNT WITH KOHO FINANCIAL INC. (“KOHO”) AND WISH TO TRANSACT IN VIRTUAL ASSETS WITH NDAX THROUGH THE KOHO NDAX CRYPTO INTERFACE AND PLATFORM.

THE KOHO USER NDAX AGREEMENT EXCLUDES NDAX, KOHO AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU SHOULD READ PRIOR TO OPENING A TRADING ACCOUNT WITH NDAX. ACCORDINGLY, WHEN YOU USE THE PLATFORM OR THE KOHO NDAX CRYPTO INTERFACE YOU SHOULD CHECK THE DATE OF THE KOHO USER NDAX AGREEMENT AVAILABLE THROUGH THE KOHO NDAX CRYPTO INTERFACE AND REVIEW IT FOR ANY CHANGES MADE SINCE THE LAST VERSION THAT YOU READ. BY ACCESSING THE PLATFORM OR KOHO NDAX CRYPTO INTERFACE, YOU REPRESENT AND ACKNOWLEDGE TO US THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THE VERSION OF THE KOHO USER NDAX AGREEMENT THEN AVAILABLE THROUGH THE KOHO NDAX CRYPTO INTERFACE. TO HELP YOU STAY UP-TO-DATE ON ANY MATERIAL CHANGES, NDAX WILL PROVIDE YOU WITH ANY UPDATED KOHO USER NDAX AGREEMENT FOR YOUR REVIEW AND ACKNOWLEDGMENT. YOU FURTHER ACKNOWLEDGE THAT THE TERMS OF THE KOHO USER NDAX AGREEMENT CONSTITUTE AN AGREEMENT BETWEEN YOU AND US. IF YOU DO NOT AGREE TO THE TERMS, THEN DO NOT ACCESS THE PLATFORM OR THE KOHO NDAX CRYPTO INTERFACE.

NDAX IS REGISTERED AS AN INVESTMENT DEALER UNDER SECURITIES LEGISLATION IN ALL PROVINCES AND TERRITORIES OF CANADA AND IS A MEMBER OF THE CANADIAN INVESTMENT REGULATORY ORGANIZATION.

NDAX IS RESPONSIBLE FOR PROVIDING AND OPERATING THE PLATFROM AND RESPONSIBLE FOR ALL REGISTRABLE ACTIVITY INCLUDING ALL TRADING, EXECUTION, CLEARING AND SETTLEMENT OF VIRTUAL ASSETS ON ITS PLATFORM.

KOHO WILL CONTINUE TO PROVIDE YOU WITH THE SERVICES AS DESCRIBED IN THE KOHO TERMS OF SERVICE, AS MAY BE AMENDED FROM TIME TO TIME AND AS POSTED ON KOHO.CA. KOHO IS NOT REGISTERED IN ANY CAPACITY WITH ANY SECURITIES REGULATORY AUTHORITY IN ANY PROVINCE OR TERRITORY OF CANADA. FOR GREATER CERTAINTY, KOHO DOES NOT OWN OR OPERATE THE PLATFORM, IS NOT A COUNTERPARTY OR DEALER TO ANY CRYPTO TRANSACTION CONDUCTED ON OUR PLATFORM AND OTHER THAN FACILITATING THE FUNDING MECHANISM (AS DESCRIBED BELOW) IS NOT RESPONSIBLE FOR ANY OF YOUR TRADES IN VIRTUAL ASSETS OR THE CUSTODY OF SUCH ASSETS.

NDAX’S REGISTRATION IS SUBJECT TO CERTAIN TERMS AND CONDITIONS SET IN THE TERMS AND CONDITIONS.

PLEASE SEE BELOW FOR THE DEFINITION OF THE TERMS USED ABOVE AND IN THIS DOCUMENT.

Section 1. DEFINITIONS

1.1 Capitalized terms used in this KOHO User Ndax Supplement and not otherwise defined have the meanings given to them in the User Agreement. The capitalized terms set out below have the following meanings:

  1. “KOHO” means KOHO Financial Inc.
  2. “KOHO Account” means your account with KOHO Financial Inc. which is subject to the Terms of Service as posted on koho.ca and/or or the KOHO mobile application.
  3. “KOHO Bank Account” means the bank account established and maintained by KOHO for the purposes of facilitating payments with Ndax.
  4. “KOHO Ndax Crypto Interface” means the portion of the KOHO mobile application that permits KOHO Users to access the Platform, which is owned by Ndax.
  5. “KOHO User Ndax Fee Structure” means the list of all fees charged in connection with your use of the Platform and the KOHO User Ndax Services, the most recent version of which is available from time to time through the KOHO Ndax Crypto Interface.
  6. “KOHO User Ndax Agreement” means, collectively, the User Agreement and the KOHO User Ndax Supplement.
  7. “KOHO User Ndax Services” means all of the services that we offer through the Platform to KOHO Users, including the buying, selling, trading and storing of Virtual Assets on or through the Platform, any custody services offered by us, and any other service that we offer KOHO Users through the KOHO mobile application from time to time, in each case in accordance with the terms set out in the KOHO User Ndax Agreement.
  8. “KOHO User Ndax Supplement” means the most recent version of this KOHO User Ndax Supplement that is available from time to time through the KOHO Ndax Crypto Interface.
  9. “KOHO User” means a person or entity that has opened an account with KOHO and wishes to transact in Virtual Assets, including crypto assets, with Ndax through the KOHO Ndax Crypto Interface and has been approved to open a trading account with Ndax, sometimes referred to in this KOHO User Ndax Supplement as “you” or “your”.
  10. “KOHO User Risk Statement” means a supplementary statement of risks associated with the trading on the Platform through the KOHO Ndax Crypto Interface that we are required to provide to you under the Terms and Conditions, as updated from time to time, and which is available to you through the KOHO Ndax Crypto Interface.
  11. “Ndax” means Ndax Canada Inc., sometimes referred to in this Agreement as “us”, “we” or “our”.
  12. “Platform” means our proprietary and fully automated internet-based order-execution-only platform for the trading of Virtual Assets that is accessed by KOHO Users through the KOHO mobile application. For greater certainty and unless otherwise stated, the term “Platform” in this Agreement includes the KOHO Ndax Crypto Interface. 
  13. “Privacy Policy” means our Privacy Policy available through the KOHO Ndax Crypto Interface, as updated from time to time, which is incorporated in its entirety into the User Agreement.
  14. “Relationship Disclosure Document” means the disclosure document that we are required to provide to you, as updated from time to time, and which is available to you through the KOHO Ndax Crypto Interface, which contains important information about our relationship with you, the products and services we offer to you, the nature of your accounts with us, the manner in which they operate and our responsibilities to you.
  15. “Risk Statement” means the statement of risks associated with, among other things, the trading in Virtual Assets through the Platform that we are required to provide to you under the Terms and Conditions, as updated from time to time, and which is available to you through the KOHO Ndax Crypto Interface.
  16. “User Agreement” means the most recent version of the User Agreement that is available from time to time through the KOHO Ndax Crypto Interface. 

Section 2. KOHO USER NDAX AGREEMENT

2.1 The KOHO User Ndax Agreement represents an agreement made by and between you and Ndax and has the binding effect of a legal contract. Please read this KOHO User Ndax Agreement, consisting of both the User Agreement and this KOHO User Ndax Supplement, carefully and in its entirety, prior to using the KOHO Ndax Crypto Interface and the Platform. Your access to, and use of, the KOHO Ndax Crypto Interface and/or the Platform is conditional upon your acceptance of, and compliance with, the KOHO User Ndax Agreement. The KOHO User Ndax Agreement does not govern any other account that you may have at any time with Ndax.

2.2 For purposes of the User Agreement, the terms “Website”, “Products”, “Services” and “users” means, for purposes of the KOHO User Ndax Agreement and as the context requires, “KOHO Ndax Crypto Interface”, “KOHO User Ndax Products”, “KOHO User Ndax Services” and “KOHO Users”, as applicable. By continuing to access or use the KOHO Ndax Crypto Interface and/or the Platform, you signify your express agreement to the terms of the most recent version of this KOHO User Ndax Agreement, all documents incorporated by reference herein and the most recent version of the KOHO User Ndax Fee Structure. 

Section 3. REFERRAL ARRANGEMENT BETWEEN NDAX AND KOHO

3.1 You acknowledge that:

  1. Referral Arrangement. Ndax and KOHO have entered into a referral arrangement and technologies services agreement that allows you to access the Platform in the manner contemplated herein. Ndax is in the business of operating the Platform that enables clients to buy and sell Virtual Assets through the Platform, and is registered under applicable securities legislation in each of the jurisdictions of Canadian as investment dealer and as a dealer member of the Canadian Investment Regulatory Organization. KOHO is a fintech company in the business of providing various financial services and products to its customers through an internet-based platform or mobile application. KOHO is not registered under applicable securities legislation in any category.

    Referral arrangement and referral fee. Under the referral arrangement, KOHO has agreed to refer to its customers who wish to trade in Virtual Assets to Ndax, where the customer can open an Ndax account to buy and sell Virtual Assets using KOHO payment services. As consideration for these referrals, KOHO does not receive referral fees. However, KOHO will charge Ndax fees for payment processing services, which fees are borne by you. The fees you are charged are disclosed below.

  2. Roles of the parties. The role of KOHO in the referral arrangement is limited to referring you to Ndax through the integration of the KOHO internet-based platform or mobile application with the Platform, which enables you to create a client account with Ndax to buy and sell Virtual Assets through the Platform. Other than referring you to Ndax, KOHO has no role and is not permitted to have any involvement with respect to the services that Ndax provides to you on the Platform. All activities requiring registration under applicable securities legislation resulting from or otherwise arising in connection with this referral arrangement will be provided by Ndax.
  3. Conflicts of interest. This arrangement may create a conflict between your interests and KOHO because KOHO will receive credit towards technology services fees payable to Ndax for the referral of you to Ndax and this may create an incentive for KOHO to refer you to Ndax regardless of whether the services offered by Ndax are appropriate for you. However, before opening an account with Ndax, Ndax is required to conduct account and product assessments using technology through the Platform to determine whether it is appropriate for you to use the Platform. 

3.2 You acknowledge that certain “know-your-client” information with respect to you may be provided by KOHO to Ndax if you consent to the sharing of such information with Ndax through the KOHO Ndax Crypto Interface that is part of the KOHO mobile application. To the extent applicable, you reaffirm your consent to KOHO sharing with Ndax the following information about you: full name; residential address; email address; phone number; employment information; and any information collected for identity verification, including government-issued photo identification, dual-source information data and the credit file information as collected and obtained by KOHO during its own verification of you. In addition, you agree that KOHO and Ndax may notify each other if your account with KOHO or Ndax, as the case may be, is terminated for any reason.

3.3 authorize Ndax to share your account information including transaction data, portfolio holdings and account status with KOHO for the purposes of producing that information on your KOHO Account and for the purposes of processing payments within the KOHO mobile application.

3.4 Notwithstanding any other terms of the User Agreement, all purchases made on the Platform will be funded only out of the fiat currency held by you with KOHO, and all sales made on the Platform will be paid for only using the fiat currency deposited by you into the your particular account with KOHO. You are not able to transfer in any Virtual Assets or any other crypto assets to fund your account with Ndax, nor are you able to withdraw Virtual Assets or crypto assets from the Platform. In addition, this KOHO User Ndax Supplement identifies other products and services offered by Ndax on the Platform that are not available to you. Notwithstanding any of the other provisions of the User Agreement, you cannot custody their Virtual Assets or any crypto assets off the Platform.

3.5 The Platform may offer certain Virtual Assets or crypto assets that are not available to you. The assets available for purchase, sale or custody by you on the Platform will be determined by both KOHO and Ndax from time to time and are listed on the KOHO Ndax Crypto Interface that is part of the KOHO mobile application.

3.6 Under the terms of the referral arrangement between Ndax and KOHO, KOHO has agreed to facilitate the payment mechanics between you and Ndax by establishing the KOHO Bank Account. The purchase price for any purchase of Virtual Assets made by you on the Platform, including all applicable fees as described below, will be debited by Ndax from the amount available in the KOHO Bank Account designated for such purpose, and the sale price for any sale of Virtual Assets made by you on the Platform, less all applicable fees as described below, will be credited by Ndax to the KOHO Bank Account. You acknowledge and agree that Ndax will not complete any purchase order submitted by you through the KOHO Ndax Crypto Interface if there are insufficient funds available in the KOHO Bank Account to pay the applicable purchase price and related fees. You acknowledge and agree that KOHO is solely responsible for monitoring the amount held in the KOHO Bank Account from time to time and ensuring that sufficient funds are available to complete any purchases made by you through the KOHO Ndax Crypto Interface. Further, you agree that Ndax has no liability to you in respect of any purchase order placed through the KOHO Ndax Crypto Interface that is not completed, or not completed in a timely manner, because of KOHO’s failure to maintain sufficient available funds in the KOHO Bank Account to cover in full, the necessary purchase price and all related fees. You agree that Ndax has no liability to you in respect of any sale price, less applicable fees, that is deposited into the KOHO Bank Account by Ndax but that is not transferred in a timely manner or at all, and in whole or in part, by KOHO into your account with KOHO. 

3.7 You hereby confirm to Ndax that you have authorized KOHO to debit from your KOHO account the amount of fiat currency necessary to fully cover the purchase price, and related fees, for each purchase of Virtual Assets made by you on the Platform. You hereby confirm to Ndax that KOHO has agreed to credit your account with KOHO the sale price, less related fees, paid for each sale of Virtual Assets made by you on the Platform.

3.8 For greater certainty, you acknowledge and agree that all activities resulting from the referral arrangement between Ndax and KOHO that require registration with the securities regulators or otherwise will be provided only by Ndax. 

Section 4. PAYMENT METHOD AND FEE STRUCTURE

4.1 As noted above, the default payment method for all transactions conducted on the Platform will be your KOHO Account. Additional payment methods may be made available from time to time.

Purchase Transactions: When you initiate a Virtual Asset/crypto purchase transaction with Ndax, available funds will be debited from your KOHO Account and transferred by KOHO to Ndax for execution and settlement of the transaction. It is your responsibility to ensure that your KOHO Account has the necessary available balance to process any requested transactions. For the purpose of crypto transactions, available balance does not include Cover, Credit Building, Goals and Vault balance (as such terms are described in your KOHO Terms of Use at www.koho.ca).

Sale Transaction: When you initiate a Virtual Asset/crypto sale transaction with Ndax, net sale proceeds (i.e. sale price less related costs, fees and charges) will be credited to your KOHO Account.

Neither KOHO nor Ndax controls or guarantees the exchange rate or price of any crypto asset, Virtual Asset, settlement timeline for a transaction or other fees and charges associated with a transaction.

4.2 The KOHO User Ndax Fee Structure as of the date hereof is as follows:

Ndax Trading Fee: All trades executed on the Platform will be subject to a trading fee of 0.2%.

KOHO Funding Fee: KOHO will charge a funding fee of 0.3% on all eligible transactions. This funding fee applies uniformly to all KOHO users.

KOHO’s Funding Fee may exceed the above-stated percentage for transactions of nominal value, as a minimum fee of $0.01 CAD applies. In such circumstances, the application of this minimum fee may result in a total charge that surpasses the above-stated percentage.

You expressly agree, acknowledge, and understand that the KOHO User Ndax Fee Structure is subject to change at any time, and from time to time, as agreed to by Ndax and KOHO.

4.3 In accordance with the terms of the referral arrangement between Ndax and KOHO and notwithstanding any other terms of the User Agreement, you will be charged fees in accordance with the KOHO User Ndax Fee Structure when you trade on the Platform. You expressly agree, acknowledge, and understand that the current KOHO User Ndax Fee Structure is available on the KOHO Ndax Crypto Interface and any changes to the Fee Structure will be reflected in this document and is subject to change at any time, and from time to time, as agreed to by Ndax and KOHO. 

Section 5. THE APPLICATION OF THE USER AGREEMENT TO KOHO USERS 

5.1 Notwithstanding section 5.2 of the User Agreement, you are not required to have a bank account with a Canadian financial institution for purposes of using fiat currency on the Platform. As discussed above, KOHO has agreed to provide the payment mechanics for you and all payments by you will come out of, and into, the KOHO Bank Account.

5.2 In addition to the documents listed in section 5.2(f) of the User Agreement, you represent, warrant and covenant that you have read and understood this KOHO User Ndax Supplement and agree to be bound by its terms.

5.3 Section 7 of the User Agreement in its entirety, which deals with the use and access to the Platform via API for certain users, does not apply to you as a KOHO User.

5.4 Section 9 of the User Agreement in its entirety, which deals with joint authorizations, does not apply to you as a KOHO User.

5.5 Notwithstanding any of the terms of the User Agreement, all payments for the Virtual Assets purchased by you on the Platform, together with all applicable fees, and all sale prices for Virtual Assets sold by you on the Platform, less all applicable fees, will be debited from, or credited to, as the case may be, the KOHO Bank Account, which is held in trust for KOHO and is maintained by KOHO. You do not have the ability to deposit directly fiat currency onto the Platform or to withdraw directly fiat currency off the Platform. Accordingly, Section 12 of the User Agreement in its entirety, which deals with the payment mechanics and fees that apply to other users on the Ndax platform, as well as all other provisions of the User Agreement that deal with the funding of user accounts, the deposits and transfers of fiat or Virtual Assets from or to other users on the Ndax platform, and other related provisions, do not apply to you.

5.6 The Content contained in, or available through, the KOHO Ndax Crypto Interface, such as legal, financial, tax, accounting, or investing, is for general information purposes only and is made available only on an “as is and as available” basis. The KOHO Ndax Crypto Interface and its Content may be changed, updated, modified, or deleted at any time, and from time to time, in each case without notice, in our sole and unfettered discretion. We assume no liability or responsibility for any information provided by our employees, directors, officers or affiliates, or any other information source, regardless of its accuracy. Any action taken by you is your decision, and you absolve absolutely Ndax and its affiliates, and their respective employees, officers, directors, agents, licensors, successors and assigns, of any liability for any outcome that may occur.

5.7 The Content of the KOHO Ndax Crypto Interface is the exclusive property of Ndax, and it is intended only for your use. Unless otherwise stated, the KOHO Ndax Crypto Interface and its Contents are copyright and may not be used without our explicit prior written permission.

5.8 In addition to the statements made in section 23.1 of the User Agreement, we disclaim any representation or warranty that the KOHO Ndax Crypto Interface meets your requirements or that the KOHO Ndax Crypto Interface or any software will be uninterrupted, secure or free from errors or viruses.

5.9 Please read both the Risk Statement and the KOHO User Risk Statement. 

5.10 Section 27 of the User Agreement in its entirety, which deals with our Affiliate Program, does not apply to you as a KOHO User.

5.11 Section 28 of the User Agreement in its entirety, which deals with our Family and Friends Referral Program, does not apply to you as a KOHO User.

5.12 Section 29 of the User Agreement in its entirety, which deals with our OTC Desk, does not apply to you as a KOHO User.

5.13 Notwithstanding any of the terms of the User Agreement, you are not able to stake any of your Virtual Assets held by you as a KOHO User, nor can you participate in any of the products or services offered by Ndax that involve staking. Accordingly, Section 30 of the User Agreement in its entirety, which deals with our staking and related services, as well as all the other provisions of the User Agreement that deal with staking and/or related services, do not apply to you.

5.14 Section 32.1 of the User Agreement is amended to read as follows: “A person who is not a KOHO User has no right to enforce the User Agreement and this KOHO User Ndax Supplement or seek a benefit or protection from any of the provisions herein.” 

Section 6. SUSPENSION OR TERMINATION OF KOHO ACCOUNT 

6.1 In the event that KOHO suspends or terminates your access to the KOHO User Interface, you will be required to contact Ndax immediately in order to transfer your KOHO Ndax User Account to a standard Ndax User Account. During this interim period, you acknowledge and agree that (i) you may be unable to buy, sell, transfer, or otherwise trade Virtual Assets or other crypto assets on the Platform; (ii) the value of any Virtual Asset or other crypto asset may fluctuate significantly during that time; and (iii) neither KOHO nor Ndax will be responsible or liable for any losses, damages or missed opportunities during this period including any losses, damages or missed opportunities resulting from price fluctuations, market movements or your inability to access and/or execute trading on the KOHO Ndax Crypto Interface and/or the Platform. 

Last Updated: July 31, 2026