THIS USER AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE NATIONAL DIGITAL ASSET EXCHANGE INC. (“NDAX”) WEBSITE, NDAX PRODUCTS, SERVICES, APPLICATION PROGRAMMING INTERFACE (“API”) AND THE CONTENT, INFORMATION, AND SERVICES PROVIDED ON OR THROUGH THE WEBSITE AND APPLICATION PROGRAMMING INTERFACE. THIS AGREEMENT EXEMPTS NDAX AND OTHER PERSONS FROM LIABILITY OR LIMITS THEIR LIABILITY AND CONTAINS OTHER IMPORTANT PROVISIONS THAT YOU SHOULD READ. EACH TIME YOU USE THE WEBSITE, NDAX PRODUCTS, SERVICES, OR API, THIS AGREEMENT AS IT THEN READS, WILL GOVERN YOUR USE. ACCORDINGLY, WHEN YOU USE THE WEBSITE, SERVICES, NDAX PRODUCTS, OR API YOU SHOULD CHECK THE DATE OF THIS USER AGREEMENT AND REVIEW ANY CHANGES SINCE THE LAST VERSION. BY ACCESSING THE NDAX WEBSITE, NDAX PRODUCTS, SERVICES, OR API, YOU REPRESENT AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THE MOST RECENT VERSION OF THIS USER AGREMEENT. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS CONSTITUTE AN AGREEMENT BETWEEN YOU AND US. IF YOU DO NOT AGREE TO THE TERMS, THEN DO NOT ACCESS THE NDAX WEBSITE, API, OR USE THE SERVICES, PRODUCTS, OR CONTENT.
Section 1. TERMS
- The capitalized terms utilized herein and not otherwise defined will have the following meanings ascribed thereto:
- “Account” means a User account for the Website which provides access to the Services and stores the personal information.
- “Affiliate” means a User who has generated an Affiliate Link.
- “Affiliate Lead” means a customer prospect who clicks on the Affiliate Link made available to the Affiliate.
- “Affiliate Link” means the exclusive tracking link generated through the NDAX website which the Affiliate may place on their website, share with potential Affiliate Leads or promote through other channels.
- “Affiliate Marks” means any NDAX trademarks, service marks, and logos created by NDAX and provided to an Affiliate at the sole discretion of NDAX.
- “Affiliate Program” means the NDAX affiliate program as described in this Agreement.
- “Agreement” means this User Agreement.
- “Commission” means 10% of the trading fees generated by a Customer unless otherwise agreed to between NDAX and the Affiliate through a promotion or a separate agreement.
- “Cryptocurrency” means digital assets, including but not limited to Bitcoin, Litecoin, Ethereum, and Stellar, which are authorized by NDAX to be traded on the Website.
- “Customer” means an authorized user of the NDAX platform after being an Affiliate Lead.
- “Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission of this Agreement.
- “Electronic Communication” means chat, instant messaging, email, in-app notifications, social media or website updates.
- “Fiat Funds” refers to currency in the form of Canadian dollars.
- “NDAX” means National Digital Asset Exchange Inc., sometimes referred to herein as “us”, “we” or “our”.
- “NDAX Content” means all information, data, text, messages, software, sounds, music, video, photographs, graphics, images and tags that we incorporate into our services.
- “NDAX Products” means the NDAX trading platform and any and all Affiliate Marks,
- “Service” means buying, selling, trading and storing Cryptocurrencies on the NDAX trading platform.
- “User” means a user of the NDAX trading platform or Website, may also be referred to herein as “you”, “their” or “theirs”.
- “Website” means the https://ndax.io website.
Section 2. USER AGREEMENT
- This Agreement represents an agreement made by and between the User and National Digital Asset Exchange Inc. and has the binding effect of a legal contract. Please read this Agreement in its entirety and carefully prior to using the Website operated by NDAX. Your access to the Service, NDAX Products, and use of the Website and the Service is conditional upon your acceptance of, and compliance with this Agreement. This Agreement applies to all visitors of the Website, Users, and others who access the Service.
- For your reference the date on which the Agreement was last modified appears at the end of this document. By continuing to access or use this Website, NDAX Products, or the Services, you signify your express acceptance of the Agreement and all other documents incorporated by reference herein. We reserve the right to amend, remove, or add to the Agreement at any time, and from time to time, at the sole discretion of NDAX. Such modifications shall be effective immediately. Accordingly, please continue to review the Agreement whenever accessing or using this Website. Your use of the Website, NDAX Products, or the Services, after the posting of modifications to the Agreement will constitute your acceptance of the Agreement, as modified. If, at any time, you do not wish to accept the Agreement, you may not use the Website, NDAX Products, or the Services. Any terms and conditions proposed by you which are in addition to or which conflict with this Agreement are expressly rejected by us and shall be of no force or effect.
- NDAX’s failure to insist upon or enforce any performance of any provision of this Agreement shall not be construed as a waiver of any provision or rights contained in the Agreement.
- You may print a copy of this Agreement for your reference. You understand and expressly agree that NDAX may discontinue or change the Website, the NDAX Products, and Service at any time, without notice, and at the sole discretion of NDAX. You also understand and agree that NDAX may discontinue or restrict your use of this Website and its Service for any reason without notice, at the sole discretion of NDAX.
Section 3. LICENSE TO USE THE WEBSITE
- NDAX grants you a non-exclusive, non-transferable and personal license to access and use the Website (the “License”). The License shall include the right to view, download for caching purposes only and print content from the Website for your own personal use, subject to the restrictions set out below and conditioned on your continued compliance with this Agreement.
- You agree not to “deep-link” to the Website, resell or permit access to the Website to others, and not to republish, reproduce, rent, sublicense or modify any materials appearing on the Website for resale or for any other purpose to others without the prior written consent of NDAX. For the avoidance of doubt, you shall be responsible and bound by any unauthorized use of the Website, made in breach of this section.
- You agree not to use any Electronic Communication feature of the Services for any purpose that is unlawful, tortious, abusive, and intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening or hateful.
- In addition, you agree not to use the Website and/or the Services for sending or otherwise posting unauthorized commercial communications (such as spam); not to collect other Users Content or information; and not to access the Website and/or Services, using automated means (such as harvesting bots, robots, spiders, or scrapers).
- The License granted under this Agreement will terminate immediately if NDAX believes that any information provided by you, including your e-mail address, is no longer current or accurate; if you misrepresented any information during the account opening procedures; if you register an unauthorized account, or act in any way on behalf of, for the benefit of, or under the instructions of an unauthorized third party; or if you fail to otherwise comply with this Agreement and all rules and guidelines for each of the Services. Upon such violation, you agree to cease accessing the Services. You agree that NDAX, at its sole discretion and with or without notice, may terminate your access to any or all Services, and remove and discard any information or Content within the Services, at the sole discretion of NDAX.
- You acknowledge that NDAX does not issue or offer any Cryptocurrency. All Cryptocurrencies that are the subject to transactions or trades using the Services and between Users are offered or issued by Users themselves. Cryptocurrencies traded or transacted on the Website must be reviewed and approved by management of NDAX. We have sole and absolute discretion to decide which Cryptocurrencies are permitted to be traded on the Website.
Section 4. PRIVACY AND CONFIDENTIALITY
- E-mails and internet communication are not secure or confidential unless properly encrypted. Consequently, NDAX discourages the use of e-mail and internet communications to send personal or financial information to NDAX. Persons who use e-mails and internet communications for those purposes do so at their own risk, and NDAX, its employees, officers, directors, agents, licensors, or Affiliates and their respective officers, directors, and employees will not be responsible or liable to you or any other person for any losses or damages suffered as a result of your use of e-mail or the internet to communicate with NDAX or the use of email or internet communications by NDAX to communicate with you or other persons at your request. NDAX also prohibits Users from acting on behalf of third parties, and NDAX employees are trained to detect third party involvement through client communications on live chat, telephone, and e-mail. In the event a form of communication leads NDAX to suspect a User is acting on behalf of a third party, NDAX may require additional information from that User to determine the nature of any third party relationship, failure of which to provide will be deemed a breach of this Agreement and may result in the termination of the User’s account, at the sole discretion of NDAX.
Section 5. ELIGIBILITY
- The Service may not be available in all markets and jurisdictions and NDAX reserves the right to limit or prohibit use of the Service in certain jurisdictions.
- You represent and warrant
- if you are an individual, that you have reached the age of majority in the province of territory of your residency, have capacity to enter into contract under applicable laws and are to be using the Services under your own name and for your sole benefit;
- (b) you are using the Website and Services solely in your own capacity; and are not registering an Account, or using the Website, NDAX Products, or Services for, on behalf of, for the benefit of, or under the instructions of, an undisclosed third party, with the exception of an account opened for a valid legal entity pursuant to subsection 5.2(c) hereto of which you are authorized to act for;
- if you are registering on behalf of a legal entity, that you are authorized to act its behalf and the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction;
- you are not prohibited or restricted using the Services;
- you will not use the Services if any applicable laws to you prohibit you from doing so in accordance with this Agreement, and
Section 6. USE AND ACCESS TO THE WEBSITE
- You shall be responsible for providing and maintaining the means by which to access the Website.
- You shall be responsible for all access and service fees necessary to connect to the Website and assume all charges incurred in accessing such systems. You further assume all risks associated with the use and storage of information on your personal computer or on any other computer through which you will gain access to the Website and the Services.
- NDAX uses data encryption and firewalls to maintain the security of the information it receives through the Website. Nevertheless, security and privacy risks cannot be eliminated. As a further security precaution, You must access and use the Website using commercially available browser software that provides 128-bit encryption and SSL (secure sockets layer) technology, and you may not use your browser software’s “save password” feature. Once you have initiated a session in connection with the Website, you must not leave the computer from which you have accessed the Website unless and until you have terminated the session and logged off the Website. When you complete a session, you are responsible for clearing your browser’s cache or temporary internet files to ensure your personal information is not accessible by others.
- You agree not to provide or make known your user name, password or email address to any other person for the purpose of facilitating such person’s access to or use of the Website or Services or the unauthorized delivery or receipt of any Electronic Communication or information from NDAX.
- If you allow any third party to access any Services on the Website (including any of your Accounts) in a manner unauthorized by us, you will indemnify NDAX its employees, officers, directors, agents, licensors or Affiliates and their respective officers, directors and employees, and hold each of them harmless against any and all liability, costs or damages arising out of any claim or suit by any such third party based upon or relating in any way to such access or use of such Services.
- In light of the foregoing, you represent and warrant that you have implemented and plan to operate and maintain appropriate protection in relation to the security and control of access to your computer, computer viruses or other similar harmful or inappropriate materials, devices, information or data.
- You further expressly agree that NDAX, its employees, officers, directors, agents, licensors, or Affiliates and their respective officers, directors and employees will not be liable in any way to you in the event of failure of or damage or destruction to your computer systems, data or records or any part thereof, or for delays, losses, errors or omissions resulting from the failure or mismanagement of any telecommunications or computer equipment or software.
- You will not use the Website in any way that causes, or may cause damage to the Website or impairment of the availability or accessibility of the Website or Services; or in any way which is unlawful, illegal, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. If unlawful, illegal, fraudulent, or harmful use of the Website or Services is found by any User by NDAX, NDAX maintains the sole and unfettered discretion to terminate the User’s access to the Website or Services.
- You will not transmit to or in any way, whether directly or indirectly, expose NDAX to any computer virus or other similarly harmful or inappropriate material or device.
Section 7. YOUR ACCOUNT
- Users may be required to have an Account in order to use certain aspects of functionalities of the Website. Subject to this Agreement, Users may apply for an Account using the processes make available for that purpose by NDAX. NDAX, in its discretion may accept or reject Users application for an Account.
- By using an Account, you agree and represent that you will provide truthful, accurate and complete information, maintain and update your Account information. You agree to take full responsibility for all use and misuse that occurs under your Account (including all transactions using your Account) and for all resulting loss, damage, and liability. Users will not permit any person (other than authorized Users) to use your Account.
- You further agree that by opening and using an Account you are doing so for your sole benefit, and not for the benefit of, on behalf of, under the instruction of, or in any other way in relation to a third party.
- NDAX may, in its sole discretion limit the amount of Accounts any one User may hold.
Section 8. MARKETPLACE
- NDAX facilitates a marketplace for the User to buy, sell, and trade Cryptocurrency. NDAX facilitates Cryptocurrency trading, but does not purchase, nor sell, nor exchange Cryptocurrency on its own behalf or for its own proprietary trading account. Services provided by NDAX are solely provided to trade between you and another User and are strictly for trading of Cryptocurrencies between Users on the NDAX trading platform. For greater certainty, trading on the NDAX trading platform occurs between Users.
- Securities, investment contracts, or any other form of financial instruments classified by law as a “Security” are not traded on the NDAX platform. Therefore, any Cryptocurrencies available for urchase through the NDAX trading platform will not grant any rights, remedies, or other protections associated with ownership of securities.
- We make every effort to maintain a fair market place; however, we cannot be held accountable for any form of “market manipulation” whether it occurs within the NDAX marketplace, or the general cryptocurrency marketplace. The User agrees with the following:
- More so than other securities and commodities, Cryptocurrency prices are often unpredictable and volatile due to a variety of reasons, including: government interference, market conditions, speculation, and media coverage.
- The price of Cryptocurrency units traded on the NDAX platform result directly from buy and sell orders placed by the User and other NDAX users. These prices are not set or controlled by NDAX.
- The User is solely responsible for any trading decision made, even if the decision is based on information provided by NDAX. NDAX assumes no responsibility for any action that is taken in the course of using the Website, mobile apps, and API, or any actions taken outside of NDAX.
- Market information displayed on the Website is not delayed. However, in the case of network outage or similar situation, NDAX bears no responsibility for any outcomes or consequences that may arise.
- In order to maintain a fair market place and to avoid situations of “market manipulation”, in the event of any verifiable disruption or malfunction in the use or operation of any electronic communications and trading facilities of the NDAX platform, in which the nullification or modification of transactions may be necessary for the maintenance of a fair and orderly market or the protection of investors and the public interest exist, a qualified representative of NDAX, on his or her own motion and reasonable discretion, may review such transactions and declare such transactions arising out of the use or operation of such facilities during such period null and void or modify the terms of these transactions, in accordance with the maintenance of a fair and orderly market place. The qualified NDAX representative, absent extraordinary circumstances, must initiate action upon knowledge of the occurrence of an event of any verifiable disruption or malfunction in the use or operation of any electronic communications and trading facilities of the NDAX platform. Each User involved in the transaction shall be notified as soon as practicable by NDAX.
- For greater certainty, the User expressly agrees, that in order to maintain a fair market place and to avoid situations of “market manipulation”, NDAX may nullify, reverse, bust, or cancel a transaction or adjust the execution price of a transaction if a deliberate attempt at “market manipulation” is identified or if there is an event of a verifiable disruption or malfunction in the use or operation of any electronic communications and trading facilities of the NDAX platform.
Section 9. PAYMENT AND FEES
- In order to trade via the Services, you must first transfer Fiat Funds into your Account using one of the payment methods available on the Website, such as e-transfer, bank draft or wire transfer. You may be charged fees when transferring Fiat Funds to your Account depending on the method used. NDAX is not responsible for these fees. NDAX makes no guarantee regarding the time it may take to transfer Fiat Funds into your Account.
- All Fiat Funds held in your NDAX Account are kept in a segregated bank account separate from NDAX’s operating capital. Any proceeds from the sale (less any transaction fees) of Cryptocurrencies are credited to your Fiat Fund account. There will be no interest paid on any Fiat Fund balances kept in the User’s Fiat Fund account on NDAX.
- Provided that a User holds a sufficient balance in your Account, you may request to withdrawal Fiat Funds or Cryptocurrency from your Account. NDAX will, upon your request, withdraw Fiat Funds or Cryptocurrency from your Account, less any fees charged in accordance with the Fee Structure. NDAX reserves the right to process and send, whether initiated by you or not, a withdrawal, whether in Fiat Funds or Cryptocurrency, at any time. NDAX will not process orders for withdrawal of Fiat Funds or Cryptocurrency to the account of a third-party that is not the account of the authorized User.
- The User expressly agrees, acknowledges, and understands NDAX’s fee structure regarding trading, deposits, and withdrawals and the User acknowledges that this is subject to change at any time, and from time to time, at the sole discretion of NDAX.
Section 10. CRYPTOCURRENCIES
- NDAX Users can purchase, sell, transfer in, withdraw and hold any of the Cryptocurrencies listed on the NDAX trading platform.
- The User obtains a full right to the Cryptocurrency of choice upon completion of purchase and such transaction shall be fully reflected in the User’s Account immediately. Custody and legal title of the Cryptocurrency will be held by NDAX, and beneficial ownership shall reside with the User.
- Title to the Cryptocurrency shall be reflected by the last known record of the transaction on the blockchain. Should a User deposit Cryptocurrency to the NDAX wallet, custody, and legal title shall pass to NDAX, and beneficial ownership and control shall always reside with the User. Should the User wish to withdraw any Cryptocurrency held in their NDAX Account, they shall request a withdrawal. NDAX will process such withdrawal within a 24-hour period subject to internal controls. Should there be an issue with such withdrawal request, NDAX shall promptly notify the User. Once the Cryptocurrency has been withdrawn from the NDAX wallet and has had one confirmation on the blockchain, legal title shall pass from NDAX to the owner of the wallet who receives said withdrawal and is final and irreversible. For clarity, the User’s custody and ownership rights are created solely by contract under this User Agreement and the relationship between NDAX and the User shall not be that of fiduciary. If the cryptocurrency withdrawal address provided by the User is incorrect, NDAX takes no responsibility with regards to the error or omission of such User. In such case the User expressly agrees to indemnify and hold harmless NDAX, its officers, directors, employees, Affiliates, and their officers, directors, employees, successors, and assigns for losses incurred due to an error or omission of such User.
Section 11. ORDER EXECUTION
- All orders (excluding over-the-counter (OTC) orders) are placed by Users directly on the NDAX online trading platform. Every order placed on NDAX trading platform will be executed on a best execution basis, obtaining the best possible execution based on the current market conditions.
- NDAX accepts User orders only on an unsolicited basis and does not provide any investment advice, recommendation or investment strategy. No orders are reviewed by NDAX for suitability.
- All buy and sell orders are deemed to be final and not reversible. NDAX accepts no liability or responsibility for any incorrect order entered by Users.
Section 12. USE OF INFORMATION
- The content, information and materials (“Content”) contained in, or available on the Website such as legal, financial, tax, accounting or investing is for general information purposes only and is made available on an “as is and as available” basis. The Website and its Content may be changed, updated, modified, or deleted at any time and without notice. We assume no liability for any information provided by our employees, directors, or Affiliates, regardless of its accuracy. Any action taken by the User is their decision, and Users absolve NDAX of any liability for any outcome that may occur.
- The Content of the Website is the property of NDAX and it is intended only for the utilization of the User. Credit should be given to NDAX for all references to all original materials published on the Website. All Content and material published on the Website is not for redistribution to third parties in any form or for any purpose whatsoever. Unless otherwise stated, the Website and its Contents are copyright and may not be used without the explicit written permission of NDAX.
- The User agrees that the Website and its Content will not be used in any claims, proceedings, suits, actions, regulatory complaints or any adversarial process against NDAX and its directors, officers and employees.
Section 13. USER RESPONSIBILITIES
- The User must take all measures required to ensure their Account is secure at all times. NDAX, its directors, associates, or employees are not responsible for any loss that occurs as a result of negligent security practices, or unauthorized use or access of the Account by third parties, be it the fault of the User or the fault of NDAX.
- The User is required to guard and protect any and all passwords relating to their NDAX Account. The User must never share their Account password with anyone. Sharing your password with a third party will be considered a breach of this Agreement and may result in the suspension of access to the Services and possibly termination of your Account, at the sole and unfettered discretion of NDAX.
Section 14. CLIENT RELATIONSHIP
- The information provided on the Website is intended for informational purposes only and is not intended to constitute investment, financial, legal, tax, or accounting advice. Many factors unknown to us may affect the applicability of any statement or comment made on the Website for investment, financial, legal, tax, or accounting advice. NDAX is not acting in any fiduciary capacity regarding the materials on the Website. Please contact your personal investment, financial, legal, tax, or accounting advisors should you have any questions or should you seek advice.
- NDAX, in its sole and unfettered discretion, will only open Accounts for Canadian persons and Canadian entities that are able to provide all the required information under Customer Identity Program in Account opening processes. The User acknowledges that NDAX, in its sole and unfettered discretion, may open Accounts for residents in other jurisdictions on an exceptional basis. Accounts will not be open on behalf of, for the benefit of, or under the instructions of an unauthorized third party. Failure to provide any of the required information during the Account opening process will result in your inability to open an Account and use the exchange platform on the Website and the Services.
Section 15. NO OFFER OR SOLICITATION
- Nothing on the Website shall be construed as an offer to sell or a solicitation of an offer to buy any of Cryptocurrency offered.
Section 16. TERMINATION OF AGREEMENT
- NDAX reserves the full right to terminate the Agreement with the User, discontinue providing Service to the User, and/or permanently or temporarily freeze User Account(s) at its discretion, and/or terminate access to the Website without prior notice and for any reason.
Section 17. CHAT AND INSTANT MESSAGING
- The User is advised that all conversations through chat, instant messaging and other forms of electronic communications (“Electronic Communication”) are recorded and may be used for compliance review and/or training purposes.
- All Electronic Communication is for your general information only and NDAX is not soliciting any action based upon it. It does not take into account the particular investment objectives, financial situation or needs of individual Users. Before acting on any information received through Electronic Communication, the User should consider whether it is suitable for their particular circumstances and, if necessary, seek professional advice.
Section 18. CONFLICT OF INTEREST
- The individuals who prepared the Website Content are paid in part based on the profitability of NDAX, which includes earnings from the firm’s trading exchange platform.
- Salespeople, traders, or other professionals may provide oral or written market commentary or trading strategies to Users which may reflect opinions that are contrary to the opinions of NDAX, and our proprietary trading may make investment decisions that are inconsistent with the views expressed. NDAX, its directors, officers, employees and associated companies may, from time to time, hold the Cryptocurrencies mentioned on this Website and act as principal in, and buy or sell the digital assets, and act as market maker. This may result in a conflict of interest between the interests of NDAX and its Users.
- This material is therefore not independent from our proprietary interests, and as such, may conflict with your investments.
Section 19. WAIVER OF LIABILITY AND BREACH
- Except as may be provided in these terms, NDAX (and each of our officers, directors, members, employees, agents and Affiliates) assumes no liability or responsibility for any claim, application, loss, injury, delay, accident, cost, business interruption costs or any other expenses arising from (a) your use of our Services; (b) the Website and your use of it; (c) your violation of is Agreement or any agreement incorporated by reference in this Agreement; and/or (d) your violation of any rights of any other person or entity or of any laws and regulations including but not limited to anti-money laundering and countering the financing of terrorism laws and regulations. NDAX disclaims any representation or warranty that the Website or materials will meet your requirement or that the Website or any software will be uninterrupted, secure or free from errors or viruses.
- In no event shall NDAX’s total liability for any and all damages and causes of action exceed the amount paid by you, if any, for the use of the Website. The foregoing provisions shall apply regardless of the cause of action, whether arising in tort (including but not limited to negligence), contract or any other legal theory.
- Without prejudice to any other rights in this Agreement, if you breach in whole or in part any provision contained herein, NDAX or any of its corporate Affiliates which provides Services to you reserves the right to take such action as it sees fit, including (but not limited to) terminating this Agreement or any other agreement in place with you, terminating or blocking the Services offered to you via the Website and/or taking legal action against you.
- NDAX does not warrant the accuracy, completeness, quality, adequacy, or content of any information or tool on the NDAX website nor does NDAX make any warranty as to the results that may be obtained from the use of the Service. Such information is provided “as is” without warranty or condition of any kind, either express or implied, including, without limitation, the implied conditions and warranties of merchantability and fitness for a particular purpose. Some jurisdictions do not allow the exclusion of implied warranties, so the above may not apply to you. NDAX will not be responsible or liable for any direct, indirect, special, incidental, or consequential damages, or any other damages whatsoever, including, without limitation, lost revenues, lost profits or loss of prospective economic advantage resulting from the use or misuse of the Website or Services, or the information documents, software, or content thereof, even if advised of the possibility of such damages or such damages are reasonably foreseeable.
Section 20. PLACE OF BUSINESS
- NDAX is based in Alberta, Canada and is compliant with all local laws. It is the User’s responsibility to ensure that they are in full compliance with their local laws when using NDAX and NDAX’s Website and/or Services.
- The User is liable for any damages incurred by using any of NDAX’s Services as a result of breaking any laws in your jurisdiction of residence. By breaking any laws in your jurisdiction, you agree to forfeit any assets within your NDAX Account, at the discretion of NDAX or its employees.
- Do not use NDAX if buying and selling cryptocurrency is not legal in your country. Failure to comply with local laws may result in the seizure and loss of your Account and any or all assets in your Account.
- The User agrees to cover any damages, legal fees, or any associated fees incurred by the User, and NDAX in the event that NDAX or its directors face legal action as a result of the User’s actions.
Section 21. RISK
- Our Risk Disclosure Statement regarding trading in Cryptocurrencies should be considered prior to conducting transactions. Cryptocurrencies mentioned on the Website involve significant risk, and the User should not enter into any transactions unless they fully understand all such risks and independently determined that such transactions are appropriate for the said User.
Section 22. THIRD PARTY LINKS AND CONTENT
- Our Service may contain links to third party websites or services that are not owned or controlled by NDAX. NDAX is not responsible for and makes no representations, warranties, or conditions concerning the contents of any linked website or any link contained in a linked website, including but not limited to those that may be misleading, incomplete offensive or otherwise objectionable. All other websites that are linked to the Website have been independently developed by other third parties and are provided to you for your convenience. It is your responsibility to verify any information contained within any linked websites before relying on such advice and may be subject to terms and conditions contained in those websites. In addition, NDAX is not responsible or liable for any loss or damage resulting in your dealing with a third-party, and you understand by interacting with third-party content is at your own risk.
- You agree not to hold NDAX its employees, officers, directors, agents, licensors or Affiliates and their respective officers, directors and employees responsible for the content or operation of such web sites. A hyperlink from this Website to another web site does not imply or mean that NDAX endorses the content on that web site or the operator or operations of that web site. You are solely responsible for determining the extent to which you may use any content at any other web sites to which you might link from this Website.
- Any third party intellectual property used by us in the Content of the Website should not be interpreted as meaning that the third party owner sponsors, endorses, or is in any way affiliated with us or with our business, nor that they make any representation regarding the advisability of using our products.
- The Website may contain materials produced by third parties or links to other websites. Such materials and websites are provided by third parties and are not under NDAX’s control.
- NDAX provides such links solely as a convenience to the User. Accordingly, NDAX makes no representations concerning the content of the sites. The fact that NDAX has provided a link to a site does not constitute an endorsement, authorisation, sponsorship, or affiliation, unless otherwise stated, by NDAX with respect to the site, its owners, or its providers.
- NDAX has not tested any information, software or products found on any of the sites and therefore does not make any representations regarding the content or sponsors of the site, or the suitability or appropriateness of the products or transactions described therein.
- NDAX accepts no responsibility or liability in respect to any such third party materials or for the operation or content of other websites, products or services.
Section 23. AFFILIATE PROGRAM
- The Affiliate Program applies to the Affiliate’s participation in the NDAX Affiliate Program. If the Affiliate does not agree to the terms herein, they may not participate in the Affiliate Program.
- The terms of the Affiliate Program are periodically updated. NDAX may choose to amend or terminate the entire Affiliate Program or make changes or merge with another promotional program at any time and at its sole discretion. Should NDAX update or replace the terms outlined in the Affiliate Program, NDAX shall notify the Affiliate via Electronic Communications. Should the Affiliate not agree to any amendments to the Affiliate Program, they may elect to terminate their relationship with NDAX as outlined herein.
- Affiliate Acceptance: Once a User has generated an Affiliate Link they shall be deemed to be an Affiliate, and the terms and conditions of this Agreement shall apply in full force and effect until terminated pursuant to the terms outlined herein.
Customer Transactions: the date the Affiliate Lead clicked on the Affiliate Link that was made available by the Affiliate, NDAX will pay the Affiliate the Commission for each new Customer who completes a Customer Transaction after clicking on an Affiliate Lead made available by the Affiliate, provided such Affiliate remains eligible to receive Commission pursuant to the terms of this Agreement.
The Customer Transaction is determined by the date of the first trade of Cryptocurrency by the Customer, for clarity, this shall mean the first time the Customer buys or sells Cryptocurrency on the NDAX trading platform, and the Affiliate will receive a Commission payment for that Customer Transaction and any subsequent Customer Transactions by that same Customer.
- accepted and approved under the NDAX KYC and AML Policies, and is acting on its own behalf and not for the benefit or, on behalf of, or under instructions from a third party;
- a Customer Transaction must have occurred; and
- the Customer Transaction must have occurred directly on the Website’s trading platform.
- an Affiliate Lead engages in an over the counter transaction (OTC) with NDAX;
- if such compensation is not allowed or limited by either local or federal laws or regulations in the Affiliate’s jurisdiction;
- the Commission has been obtained via fraudulent means or the misuse of the Affiliate Link or violates any of the Affiliate Program Agreement, misuse of the Affiliate Link or by any other means that we deem to breach to the spirit of the Affiliate Program Agreement.
Eligibility and Acceptance: To be eligible for Commission an Affiliate Lead must be:
Commission is not eligible when:
Acceptance and Validity: Customer Transactions are only valid when they have been generated by the Affiliate Link made available to the Affiliate and have been accepted by NDAX;
An Affiliate Lead will be considered valid and accepted if, in our reasonable determination:
- it is a new client to NDAX;
- it is not one of our pre-existing clients.
Notwithstanding the preceding provisions of this clause, NDAX, in its sole and reasonable discretion, may choose not to accept an Affiliate Lead. If the Affiliate Lead does not complete the registration through the Affiliate Link, the Affiliate will not be eligible for Commission.
Commission: To receive Commission under the terms of this Agreement, the Affiliate must have:
- agreed to the terms of this Agreement (through creating an Affiliate Link);
- created an Affiliate Link;
- have a valid Account with NDAX.
NDAX shall pay the Commission amount during the first five business days of the calendar month following the month in which the Commission was accrued. The Commission shall be paid in the currency (Cryptocurrency or Fiat Funds whichever the case may be) by which it was earned via the applicable Customer Transaction. NDAX shall not pay more than one Commission payment or other similar referral fee on any given Customer Transaction. NDAX reserves the right, in its sole discretion, to alter or change the Commission amount.
- Taxes: The Affiliate shall be solely responsible for reporting and payment of all taxes applicable to the Commission generated through the Affiliate Program. The Affiliate agrees to indemnify and hold harmless NDAX, its officers, directors, employees, members, Affiliates (and its respective officers, directors and employees) and assigns for penalties or assessments incurred as a result of the Affiliate’s failure to remit or pay any applicable tax or assessment from tax authorities relating to the Commission.
- only use the Affiliate Marks with no alterations in any way whatsoever;
- only use the Affiliate Marks in connection with the Affiliate Program and this Agreement; and
- immediately comply if NDAX requests the Affiliate to discontinue use of Affiliate Marks.
- use the Affiliate Marks in a misleading or disparaging way;
- use the Affiliate Mark in a way that implies we endorse, sponsor or approve of the Affiliate’s services or products; or
- use the Affiliate Marks in violation of applicable law or in connection with an obscene, indecent or unlawful topic or material.
Trademarks: During the terms of this Agreement, in the event that we make our Affiliate Marks available to the Affiliate, the Affiliate must:
The Affiliate must not:
Proprietary Rights: No license to any software is granted by this Agreement, all of the NDAX Products are protected by intellectual property laws. The NDAX Products belong to and are the property of NDAX and/or our licensors (if applicable).
NDAX retains all ownership rights in the NDAX Products. The Affiliate agrees not to copy, rent, lease, sell, distribute or create derivative works based on the NDAX Products in whole or in part by any means, except as expressly authorized in writing by us.
The Affiliate Marks are the property of NDAX, and the Affiliate may not use them without prior written permission except as otherwise outlined in this Agreement.
We encourage all Affiliates, clients, customers, and partners to comment on NDAX Products and provide suggestions for improving them. The Affiliate agrees that all such comments and suggestions will be non-confidential and NDAX shall own all rights to use and incorporate them into the NDAX Products without payment to the Affiliate.
- Non-Exclusivity: This Agreement is not exclusive to either party.
Term and Termination: This Agreement will apply for as long as the Affiliate participates in the Affiliate Program and until terminated by either party.
Either party may terminate this Agreement with fourteen (14) days written notice to the other party. If any breach of contract has occurred, NDAX has a full right to terminate this agreement immediately.
Upon termination, the Affiliate will immediately discontinue all use of the Affiliate Marks and references to this Affiliate Program from the Affiliate’s website(s).
The general provisions applicable to all Users will continue unless terminated in accordance with the provisions contained herein.
Notices: All notices required or permitted to be given under this Agreement shall be in writing and may be given by personal delivery, prepaid registered post or email to NDAX as follows:
National Digital Asset Exchange Inc.
1820, 250 – 2nd Street SW,
Calgary, AB T2P 0C1
Attention: Affiliate Program
- Assignment: Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or in part without the prior written consent of the other party to this Agreement.
Section 24. MISCELLANOUS
- Third Party Rights: A person who is not a party to this Agreement has no right to enforce it.
- Headings: Headings of sections are for convenience only and shall not be used to limit or construe such sections.
- Waiver: Our failure or delay in exercising any right, power or privilege under this Agreement will not operate as a waiver thereof.
- Delay: NDAX will not be liable for any delay
- Unenforceability: If any provision of this Agreement should be invalid, illegal or unenforceable in any respect or in any circumstance, the validity, legality or enforceability of such provision in any other respect or circumstance shall not in any way be affected or impaired thereby and the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
- Assignment: The provisions of this Agreement will ensure to the benefit of and be binding upon NDAX its successors and assigns and related persons, and you and your heirs, executors, administrators, successors, and personal representatives, and all persons you represent and their respective successors, assigns and related persons. You may not assign or transfer any of your rights or obligations under this Agreement without prior written consent from NDAX. NDAX may assign or transfer this Agreement (including any or all of its rights or obligations under this Agreement, in whole or in part) without obtaining your consent or approval.
- Force Majure: You agree that NDAX its employees, officers, directors, agents, licensors or Affiliates and their respective officers, directors and employees will not be liable in any way to you or to any other person for any delays, losses, errors or omissions resulting from a force majeure event, or from an act of any government or legal authority, or from any other event beyond NDAX’s control.
- Jurisdiction: This Agreement shall be governed by applicable provincial and federal laws and by using the Website you consent to be bound by them. Accordingly, unless expressly stated otherwise, the information in the Website is provided for Canadian persons only and is not intended for any persons who are residents of any other countries.
- The legal seat of arbitration shall be the City of Calgary, in the Province of Alberta.
- There shall be one arbitrator agreed to by the User and NDAX within twenty (20) days of receipt by the respondent of the request for arbitration. Both NDAX and the User agree that one arbitrator shall be appointed by each party within twenty (20) days of receipt by the respondent of the request for arbitration, and the third, presiding, arbitrator shall be appointed by agreement of the two party-appointed arbitrators within fourteen (14) days of the appointment of the second arbitrator.
- The language of the arbitration and award shall be English.
- The parties shall equally share the fees of the arbitrators and the facility fees
- The User and NDAX shall each bear their own legal costs and expenses of the arbitration.
- If the dispute forum of arbitration cannot resolve any controversy, dispute, disagreement, or claim arising out of, relating to or in connection with this Agreement or any breach thereof, including any question regarding its existence, validity, or termination, you agree to submit to the personal and exclusive jurisdiction of the courts located in City of Calgary, in the Province of Alberta to settle any dispute, which may arise in relation thereto, you agree to submit to the personal and exclusive jurisdiction of the courts located in City of Calgary, in the Province of Alberta to settle any dispute, which may arise in relation thereto.
Dispute Resolution: Any controversy, dispute, disagreement, or claim arising out of, relating to or in connection with this Agreement or any breach thereof, including any question regarding its existence, validity, or termination, shall be finally and conclusively resolved by arbitration under the Arbitration Act (Alberta). The following provisions shall govern any arbitration hereunder:
Section 25. THIRD PARTY VERIFICATION
- Global: To share and exchange reports and information with credit reporting agencies, credit bureaus and/or any other person, corporation, firm or enterprise with whom you have or propose to have a financial relationship including merchants that accept our cards and to use other third party databases (including registries, licensing authorities, identification services, telecom providers) or references provided by you to obtain or verify information about your financial circumstances, your background, to identify you and detect fraud; We may verify name, address, phone number, email, and other information; you consent to our collection, disclosure, use and processing of information about you for the purposes described above. You authorize third parties to give us the information for these purposes.
- Canada: You agree that we may verify your name, address, phone number, and other account details with information about you held by third party sources, and your mobile service provider in order to verify your identity and help protect against potential fraud, such as when someone other than you is trying to use your account or conduct a transaction without your permission, and you provide your consent for them to disclose and/or compare your information for this purpose. Your personal information will not be shared with any third parties for any other purpose.
- United States: You agree that we may verify your name, address, phone number, and other account details with information about you held by third party sources, and your mobile service provider in order to verify your identity and help protect against potential fraud, such as when someone other than you is trying to use your account or conduct a transaction without your permission, and you provide your consent for them to disclose and/or compare your information for this purpose. Your personal information will not be shared with any third parties for any other purpose.
This User Agreement was last updated on November 10, 2020.