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User Agreement

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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

  1. The capitalized terms utilized herein and not otherwise defined will have the following meanings ascribed thereto:
    1. “Account” means a User account for the Website which provides access to the Services and stores the personal information.
    2. “Affiliate” means a User who has generated an Affiliate Link.
    3. “Affiliate Lead” means a customer prospect who clicks on the Affiliate Link made available to the Affiliate.
    4. “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.
    5. “Affiliate Marks” means any NDAX trademarks, service marks, and logos created by NDAX and provided to an Affiliate at the sole discretion of NDAX.
    6. “Affiliate Program” means the NDAX affiliate program as described in this Agreement.
    7. “Agreement” means this User Agreement.
    8. “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.
    9. “Crypto Asset” means digital assets, including but not limited to Bitcoin, Litecoin, Ethereum, Cardano, Polkadot and Stellar, which are authorized by NDAX to be traded on the Website.
    10. “Customer” means an authorized User of the NDAX platform after being an Affiliate Lead.
    11. “Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission of this Agreement.
    12. “Electronic Communication” means chat, instant messaging, email, in-app notifications, social media or Website updates.
    13. “Fiat Funds” refers to currency in the form of Canadian dollars.
    14. “NDAX” means National Digital Asset Exchange Inc., sometimes referred to herein as “us”, “we” or “our”.
    15. “NDAX Content” means all information, data, text, messages, software, sounds, music, video, photographs, graphics, images and tags that we incorporate into our Services.
    16. “NDAX Products” means the NDAX trading platform and any and all Affiliate Marks.
    17. “Privacy Policy” means NDAX’s Privacy Policy, as updated from time to time.
    18. “Service” means buying, selling, trading and storing Crypto Assets on the NDAX trading platform and, if applicable, the defi and staking services described in this Agreement that a User may opt-in to as set out in this Agreement.
    19. “User” means a user of the NDAX trading platform or Website, may also be referred to herein as “you”, “your”, “their” or “theirs”.
    20. “Website” means the https://ndax.io website.

Section 2. USER AGREEMENT

  1. 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.
  2. 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.
  3. 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.
  4. 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

  1. NDAX grants you a non-exclusive, non-transferable, conditional, 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 forth below in this Agreement and conditioned on your acceptance, and continued compliance with this Agreement.
  2. You agree not to “deep-link” (hyperlink that links to web content) 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, which consent may be unilaterally withheld by NDAX without reason or notice. For the avoidance of doubt, you shall be responsible and bound by any unauthorized use of the Website, made in breach of this section.
  3. 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.
  4. In addition, you agree not to use the Website, NDAX Products, 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).
  5. The License granted under this Agreement will terminate immediately if NDAX believesthat 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.
  6. You acknowledge and agree that NDAX does not issue or offer any Crypto Assets. All Crypto Assets that are the subject to transactions or trades using the Services and between Users are offered by Users themselves. NDAX does not trade Crypto Assets on its own account, or directly with Users. Crypto Assets traded or transacted on the Website must be reviewed and approved by management of NDAX. You hereby acknowledge and agree that NDAX has the sole and absolute discretion to decide which Crypto Assets are permitted to be traded on the Website.

Section 4. PRIVACY AND CONFIDENTIALITY

  1. All personal information will be collected in accordance with the Privacy Policy. The Privacy Policy should be read in conjunction with the Agreement. NDAX reserves the right to update the Privacy Policy at any time, and from time to time, at the sole discretion of NDAX.
  2. 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

  1. 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.
  2. You represent and warrant
    1. if you are an individual, that you have reached the age of majority in the province or territory of your residency, you have the capacity to enter into, and be bound by, contract under the applicable laws of your jurisdiction of residence or the laws of Canada applicable therein, and you will be using the Services under your own name and for your sole benefit;
    2. 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;
    3. if you are registering on behalf of a legal entity, that you are authorized to act on its behalf and the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction;
    4. you are not prohibited or restricted using the Services;
    5. you will not use the Services if any applicable laws prohibit you from doing so in accordance with this Agreement; and
    6. you have read and understood this Agreement, the Risk Disclosure Statement, and the Privacy Policy, and agree to be bound by their terms.

Section 6. USE AND ACCESS TO THE WEBSITE

  1. You shall be responsible for providing and maintaining the means by which to access the Website.
  2. 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.
  3. 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.
  4. You agree not to provide or make known your username, 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.
  5. 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 be in breach of this Agreement, and NDAX may terminate your access to the Services immediately, at the sole discretion of NDAX. You further expressly agree to fully 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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

  1. 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 made available for that purpose by NDAX. NDAX, in its discretion may accept or reject Users application for an Account.
  2. By using an Account, you expressly agree and represent that you will provide truthful, accurate, and complete information, and 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.
  3. 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.
  4. NDAX may, in its sole and unfettered discretion limit the number of Accounts any one User may hold.

Section 8. JOINT ACCOUNTS AND USER AUTHORIZATION

    The following terms apply to Accounts designated by one or more Users as “Joint Accounts” (individually a “Joint Accountholder”):
    1. Each Joint Accountholder acknowledges that each other Joint Accountholder may be provided Account information including transaction history, login information, and personal information of other Joint Accountholders. Each Joint Accountholder has authority to make trading, transfer, withdrawal, or deposit decisions, in relation to the Joint Account and the Crypto Asset and cash balances contained therein, independent of each other Joint Accountholder. Each Joint Accountholder agrees to indemnify NDAX and hold it harmless together with its officers, directors, employees, affiliates and assigns for any trading loss, withdrawal or other action that results in a financial loss when one Joint Accountholder acts independent of another Joint Accountholder.
    2. All Crypto Asset and fiat balances in an Account are the joint property of all Joint Accountholders, who each have a "right of survivorship". As such, each Joint Accountholder agrees to assign such Account balances (both Crypto Asset and cash) to the other Joint Accountholder (or to the others jointly if there are more than two Joint Accountholders) in the event of a death. After a Joint Accountholder’s death, NDAX will only have continuing obligations with respect to the Account to the surviving accountholder(s). If one Joint Accountholder is declared mentally incompetent, the legally appointed representative of the mentally incompetent Joint Accountholder has the same right of access, and authorization, to the Joint Account as did the mentally incompetent Joint Accountholder.
    3. For each Joint Account, each Joint Accountholder will be able to access the Platform, using shared User login information, either through an Internet browser or through any NDAX Companion App on a mobile device. Each Joint Accountholder will receive the same information about the Joint Account. Each Joint Accountholder authorizes NDAX to communicate with any one Joint Accountholder regarding matters associated with the Joint Account. Any notices or statements will be effective and binding on all Joint Accountholders when they are provided to any one Joint Accountholder via electronic means to any one of the Joint Accountholders at the email address on file for the Account.
    4. To make account ownership change(s) on a Joint Account, or to remove a Joint Accountholder you must contact NDAX customer service directly. It may take up to five (5) business days for the account ownership changes to take effect in the Account settings or the NDAX Companion App. This means that a Joint Accountholder may be able to view the Account, execute trades through the Account, request withdrawals, and initiate deposits from the Account, until the corresponding change is made in the Account.

Section 9. DEPOSIT OR TRANSFER ERRORS, SET-OFF, AND ACCOUNT FREEZE OR CLOSURES

  1. You agree that NDAX may adjust your Account balance for any deposit, transfer or encoding error of either Crypto Assets or cash, even if you have already withdrawn all of part of the balance error; though NDAX reserves the right not to do so. NDAX may adjust the Account transaction record, and / or Account balance to correct amounts that we believe were credited to your Account by mistake or that we suspect could be the result of illegal, fraudulent, unauthorized, or improper activity. You agree to waive presentment for payment, notice of dishonor, protest, and notice of protest on all Crypto Asset or cash balances made in error and requiring such action.
  2. If you receive Crypto Assets or cash to your Account in error, you are liable to return the amount received in error. NDAX may apply a credit (positive) balance of cash, or Crypto Assets, in any of your Accounts (whether individual or Joint Accounts) against any debt or liability either of which you may owe to NDAX, including debts or liability pursuant to deposit, transfer or coding errors where you have withdrawn any amount of Crypto Asset or cash that was credited to your account in error.
  3. NDAX is not responsible for any loss of Crypto Assets resulting from the transfer of a Crypto Asset to NDAX via an underlying network that NDAX does not support. The User must verify that the transaction network selected for any movement of Crypto Assets is compatible with NDAX’s receiving wallet. NDAX’s wallet receives a Crypto Asset via that Crypto Asset’s native blockchain network, only. For greater clarity, where a Crypto Asset traded by NDAX has multiple supporting blockchain networks, NDAX will only support the receiving network upon which the Crypto Asset’s coinbase transactions occur. E.g. for a Crypto Asset supported by both the ERC-20 and BEP-20 networks, NDAX will only be able to receive that Crypto Asset if transferred on the network upon which the Crypto Asset was initially mined or made; NDAX in-fact does not support BEP-20, therefore the Crypto Asset will only be received if transferred on the ERC-20 network. A User should contact NDAX support staff directly to confirm supported blockchain networks.
  4. NDAX may exercise its rights pursuant to clause 9.2 in any manner it considers necessary, which may include selling Crypto Assets to settle a cash or Crypto Asset debt, without first giving notice and regardless of whether the Accounts are individual or Joint Accounts. This right operates despite any demands that may have been made by a third party. This right is in addition to any set-off or consolidation rights which NDAX may have at law or in equity.
  5. NDAX may freeze or close your Account without notice if required by law, if at any time NDAX has reasonable grounds to believe that you did or may commit fraud or any illegal activity, if you are a victim of fraud or identity theft in order to prevent future losses, if you use the Account for any unlawful or improper purpose, or in a way that will cause harm or a loss to NDAX, if you operate the Account in a manner unsatisfactory to NDAX or contrary to this Agreement, or if you violate the terms of any NDAX policy that relates to the Account.

Section 10. MARKETPLACE

  1. NDAX facilitates a marketplace for the User to buy, sell, and trade Crypto Assets. NDAX facilitates Crypto Asset trading, but does not purchase, nor sell, nor exchange Crypto Assets 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 Crypto Assets between Users on the NDAX trading platform. For greater certainty, trading on the NDAX trading platform occurs between Users.
  2. 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 Crypto Assets available for purchase through the NDAX trading platform will not grant any rights, remedies, or other protections associated with ownership of securities.
  3. NDAX makes every effort to maintain a fair marketplace, and to ensure that listed Crypto Assets trade with minimal disruptions at fair market value; however, NDAX cannot be held accountable for any form of “market manipulation” whether it occurs within the NDAX marketplace, or the general Crypto Asset marketplace. The User agrees with the following:
    1. More so than other securities and commodities, Crypto Asset prices are often unpredictable and volatile due to a variety of reasons, including, but not limited to government interference, market conditions, and the operations of other Crypto Asset trading platforms, speculation, and media coverage. NDAX shall have no liability for fluctuations in the market value of listed Crypto Assets or for User transactions that deviate from fair market value.
    2. The liquidity, trading volume, market dynamics, and market depth of any listed Crypto Asset can change rapidly and without notice. NDAX does not guarantee liquidity, a price minimum for Crypto Assets, or that a continuous two-sided market will be made or guaranteed for any listed Crypto Asset.
    3. The price of Crypto Assets traded on the NDAX platform result directly from buy and sell orders placed by the User and other NDAX Users on the NDAX platform. These prices are not set nor are the prices controlled by NDAX.
    4. The User is solely responsible for any trading decisions made. NDAX only provides information surrounding the types of Crypto Assets available for trading on the NDAX platform. NDAX provides no advice relating to buy or sell orders, 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.
  4. 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.
  5. 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.
  6. 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 11. PAYMENT AND FEES

  1. 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. NDAX does not accept cash transactions. 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.
  2. 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 Crypto Assets are credited to a User’s Fiat Fund account. There will be no interest paid on any Fiat Fund balances kept in the User’s Fiat Fund account on NDAX.
  3. Provided that a User holds a sufficient balance in your Account, you may request to withdrawal Fiat Funds or Crypto Asset from your Account. NDAX will, upon your request, withdraw Fiat Funds or Crypto Asset 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 Crypto Asset, at any time. NDAX will not process orders for withdrawal of Fiat Funds or Crypto Asset to the account of a third-party that is not the account of the authorized User.
  4. 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 12. CRYPTO ASSET OWNERSHIP AND CUSTODY SAFEGUARDS

  1. NDAX Users can purchase, sell, transfer in, withdraw, and hold any of the Crypto Assets listed on the NDAX trading platform.
  2. The User obtains a full right to the Crypto Asset 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 Crypto Asset will be held by NDAX, and beneficial ownership shall reside with the User.
  3. Title to the Crypto Asset shall be reflected by the last known record of the transaction on the blockchain. Should a User deposit Crypto Assets 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 Crypto Asset 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 Crypto Asset 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 Crypto Asset 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.
  4. NDAX utilizes state of the art security systems for custody solutions, numerous internal controls, systems, and safeguards to ensure User Crypto Asset is safe and securely custodied, and protected against cybersecurity, fraud, or related custody risk. Such measures include, but are not limited to risk management technology and tools, order management systems, internal controls and systems, extensive background checks, hiring and screening processes and procedures, limiting access to information to only key individuals, segregated bank accounts held in trust at regulated banking institutions for User fiat balances, third party technology solution providers for wallet infrastructure and custody services, including cold, hot and warm storage solutions, geographically separated secure deposit of private keys, tamper-proof private key management systems, multi-party computation, and multi-signature technology, safeguards against single point of failure risk, and the use of external legal counsel for holding keys and codes under trust conditions. While NDAX works diligently to ensure all custody related risks are mitigated it cannot guarantee a disruption free trading platform. Disruptions to platform operations could result in investor loss or delays when executing transactions or withdrawing Crypto Assets.
  5. While NDAX maintains full custody of User Crypto Assets, User data and trading information may be turned over to governmental authorities in the event of a User account closure or suspension arising from fraud, or other accusation or investigation into a legal violation, or a violation of these term.
  6. NDAX’s Services and marketplace are a way to buy and sell Crypto Assets, but are not intended to be a long-term custodial solution for your Crypto Assets. NDAX’s Services provide convenient functionality for you to initiate a blockchain-registered transaction in order to move your Crypto Assets into personal custody. You agree to use this functionality promptly for the Crypto Assets you do not intend to buy or sell.

Section 13. ORDER EXECUTION

  1. All orders (excluding over-the-counter (OTC) orders) are placed by Users directly on the NDAX online trading platform. Every order placed on the NDAX online trading platform will be executed on a best execution basis, obtaining the best possible execution based on the current market conditions.
  2. NDAX accepts User orders only on an unsolicited basis and does not provide any investment advice, recommendation, nor does NDAX provide investment strategies. No orders are reviewed by NDAX for suitability.
  3. 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.
  4. In cases where the prevailing market represents prices different from the prices we have posted on our platform, NDAX will attempt, on a best efforts basis, to execute orders on or close to the prevailing market prices. This may or may not adversely affect the User’s realized and unrealized gains and losses.
  5. NDAX reserves the right to unilaterally cancel a Crypto Asset trade that deviates ten (10) percent or more from the Crypto Asset’s fair market vale (as determined at the sole discretion of NDAX). NDAX also reserves the right, in its sole discretion, to establish trading price collars that set limits on executed trades for Crypto Asset price movements outside of predefined spreads. Any trades by Users outside of established price collars, or predefined spreads, will be rejected and not executed.
  6. NDAX reserves the right to establish limitations on the maximum number of decimals for any listed Crypto Asset including volume and price of trade orders. Further, maximum decimals may be uniquely established for each respective Crypto Asset at NDAX’s sole discretion. A User attempting to execute a trade in contravention of the maximum allowable decimal will have its trade truncated (rounded down) to the maximum decimal allowed. Attempted trades in contravention of the maximum decimal amount will result in an error and the order will not be created or executed.

Section 14. NO OBLIGATION TO SUPPORT ANY BLOCKCHAIN

  1. NDAX does not run or control any of the blockchain networks that underlie the supported Crypto Assets. There are a number of aspects of Crypto Assets that can pose risks to a User that are beyond NDAX’s control. We encourage you to carefully read this agreement, the NDAX Website, and learn about Crypto Assets before beginning to buy or sell through the NDAX marketplace.
  2. NDAX does not own or control, and make no representations or warranties with respect to, the underlying technology of the Crypto Assets you may purchase or sell using the Services, including those technologies that govern their use. The underlying technology of Crypto Assets may suddenly change such that the new version is no longer compatible with existing versions, or there is otherwise a permanent divergence of the blockchain (a “Fork”), which may impact the value, functionality, and other characteristics such as the name of the Crypto Asset and whether the Services are able to support the Crypto Asset subject to a Fork. We are not responsible for any consequences arising from a Fork, including any losses you may suffer; and, in the event of a Fork, we may temporarily or permanently suspend the operation of the Services (with or without advance notice to you) and, in our sole discretion, decide whether or not to continue supporting trading of the Crypto Asset subject to the Fork.

Section 15. USE OF INFORMATION

  1. 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 from time to time, and without notice, at the sole and unfettered discretion of NDAX. We assume no liability for any information provided by our employees, directors, or Affiliates, or any other information source, regardless of its accuracy. Any action taken by the User is their decision, and Users absolve NDAX, and its officers, directors, employees, Affiliates (and its respective officers, directors, and employees) and assigns of any liability for any outcome that may occur.
  2. The Content of the Website is the property of NDAX and it is intended only for the utilization of the User. Credit, and attribution, 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.
  3. 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 16. USER RESPONSIBILITIES

  1. 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.
  2. 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 17. CLIENT RELATIONSHIP

  1. 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.
  2. 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 18. NO OFFER OR SOLICITATION

  1. Nothing on the Website shall be construed as an offer to sell or a solicitation of an offer to buy any of Crypto Asset offered.

Section 19. TERMINATION OF AGREEMENT

  1. 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 sole and unfettered discretion, and/or terminate access to the Website without prior notice and for any reason.

Section 20. CHAT AND INSTANT MESSAGING

  1. 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.
  2. 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 21. CONFLICT OF INTEREST

  1. 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.
  2. 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. The directors, officers, employees, and associated companies of NDAX may, from time to time, hold the Crypto Assets mentioned on this Website and act as principal in, and buy or sell the digital assets, and act as a market maker. This may result in a conflict of interest between the interests of NDAX and its Users.
  3. This material is therefore not independent from our proprietary interests, and as such, may conflict with your investments.

Section 22. WAIVER OF LIABILITY AND BREACH

  1. 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 this Agreement or any agreement incorporated by reference in this Agreement; (d) any authorized third party use or access of the Website or Services; and/or (e) 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.
  2. 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.
  3. 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.
  4. 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 23. PLACE OF BUSINESS

  1. 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.
  2. 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.
  3. Do not use NDAX if buying and selling Crypto Assets 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.
  4. 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 24. RISK

  1. Our Risk Disclosure Statement regarding trading in Crypto Assets should be considered prior to conducting transactions. Crypto Assets 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. (Risk Disclosure statement).

Section 25. THIRD PARTY LINKS AND CONTENT

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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 26. AFFILIATE PROGRAM

  1. 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.
  2. 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.
  3. 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.
  4. Customer Transactions: From 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 Crypto Assets by the Customer, for clarity, this shall mean the first time the Customer buys or sells Crypto Assets 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.

    1. Eligibility and Acceptance: To be eligible for Commission an Affiliate Lead must be:

    2. 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;
    3. a Customer Transaction must have occurred; and
    4. the Customer Transaction must have occurred directly on the Website’s trading platform.
    5. The commission is not eligible when:

    6. an Affiliate Lead engages in an over the counter transaction (OTC) with NDAX;
    7. if such compensation is not allowed or limited by either local or federal laws or regulations in the Affiliate’s jurisdiction;
    8. 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 the spirit of the Affiliate Program Agreement.
  5. 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:

    1. it is a new client to NDAX;
    2. 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.

  6. Commission: To receive Commission under the terms of this Agreement, the Affiliate must have:

    1. created an Affiliate Link;
    2. agreed to the terms of this Agreement (through creating an Affiliate Link);
    3. 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 (Crypto Asset 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.

  7. 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.
    1. Trademarks: During the terms of this Agreement, in the event that we make our Affiliate Marks available to the Affiliate, the Affiliate must:

    2. only use the Affiliate Marks with no alterations in any way whatsoever;
    3. only use the Affiliate Marks in connection with the Affiliate Program and this Agreement; and
    4. immediately comply if NDAX requests the Affiliate to discontinue use of Affiliate Marks.
    5. The Affiliate must not:

    6. use the Affiliate Marks in a misleading or disparaging way;
    7. use the Affiliate Mark in a way that implies we endorse, sponsor or approve of the Affiliate’s services or products; or
    8. use the Affiliate Marks in violation of applicable law or in connection with an obscene, indecent or unlawful topic or material.
  8. 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.

  9. Non-Exclusivity: This Agreement is not exclusive to either party.
  10. Term and Termination: These provisions of this Agreement relating to Affiliates 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.

  11. 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:

    1820, 250 – 2nd Street SW,Calgary, AB T2P OC1
    [email protected]
    Attention: Affiliate Program

  12. 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 27. MISCELLANEOUS

  1. Third Party Rights: A person who is not a party to this Agreement has no right to enforce it, or seek a benefit or protection from any of the provisions herein.
  2. Headings: Headings of sections are for convenience only and shall not be used to limit or construe such sections.
  3. Waiver: Our failure or delay in exercising any right, power or privilege under this Agreement will not operate as a waiver thereof.
  4. Delay: NDAX will not be liable for any delay.
  5. 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.
  6. Assignment: The provisions of this Agreement will enure 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.
  7. Force Majeure: 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.
  8. 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.
    1. 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:

    2. The legal seat of arbitration shall be the City of Calgary, in the Province of Alberta.
    3. 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.
    4. The language of the arbitration and award shall be English.
    5. The parties shall equally share the fees of the arbitrators and the facility fees.
    6. The User and NDAX shall each bear their own legal costs and expenses of the arbitration.
    7. 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.

Section 28. NDAX WEALTH

  1. Eligibility: Users desiring to trade over fifty-thousand dollars ($50,000) of Crypto Assets may be eligible for NDAX wealth services (“NDAX Wealth”). NDAX Wealth facilitates deep liquidity pools and a large selection of Crypto Assets while providing eligible Users with personalized services that allow them to executive large trades over the counter (OTC), with same day settlement, without price slippage. Eligibility determinations for NDAX Wealth clients will be at the sole discretion of NDAX, who may exercise this discretion, or withhold NDAX Wealth services from any User, for any reason, acting alone.
  2. Secure Communication: Users deemed eligible for NDAX Wealth (“NDAX Wealth Users”) will be assigned an account executive. NDAX Wealth Users agree to communicate trade execution information to their account executive via secure communication channels individually established for respective NDAX Wealth Users. An NDAX account executive shall present a quote for an NDAX Wealth trade through a secure communication channel to an NDAX Wealth User, who must provide confirmation of the price via the channel. Once confirmation is obtained, the communicated price will be locked-in. Communications made by NDAX Wealth Users to NDAX account executives through secure communication channel shall be relied on by NDAX account executives in executing trades, and NDAX Wealth Users agree to indemnify and hold NDAX, and its employees, agents, officers, directors, affiliates and assigns harmless for any communication made on a secure communication channel.
  3. No Advice: NDAX Wealth Users expressly acknowledge and agree that no advice is given by NDAX account executives when executing trades through NDAX Wealth. Further, and for greater certainty, NDAX Wealth Users expressly acknowledge and agree that NDAX account executives have no discretion on trades and are only acting in accordance with NDAX Wealth User’s instructions. As such, NDAX Wealth Users agree to indemnify and hold harmless NDAX, its employees, agents, officers, directors, affiliates and assigns for any trading losses an NDAX Wealth User incurs when an NDAX account executive executes a trade that is agreed to on a secure communication channel by an NDAX Wealth User.

Section 29. STAKING SERVICES

  1. User-Opt-In: Users in compliance with the terms and conditions of this Agreement may “opt-in” to “stake” their Crypto Assets in third party proof-of-stake transaction validations (“staking”) service (the “staking opt-in service”). Users are not required to use the staking opt-in service. By accessing the staking opt-in service through the settings page associated with their User Account, Users can opt-in to the staking opt-in service. By opting-in to access the staking service, Users accept, in addition to all of the terms and conditions that are otherwise set out in this Agreement, the additional terms and conditions set out in this Section. Users also accept the terms and conditions set out from time to time on the staking opt-in setting page for each specific Crypto Asset. For greater certainty, Users are not required to access the staking opt-in service. In order to access and utilize the staking opt-in service, Users must select eligible Crypto Assets from their User Account. These selected eligible Crypto Assets will then participate in the staking opt-in service. By opting in a portion, or the entire balance, of a User’s Crypto Assets held in the User’s Account, NDAX agrees that it will remit to the User’s Account any staking rewards attributable to the User’s staked Crypto Assets. Users discontinue using the staking opt-in service at any time through the settings page associated with their User Account. If a User discontinues or opts-out of the staking opt-in service, the User may opt-in to the staking opt-in service again at any time.
  2. Discretion for Creation and Suspension of Opt-In Services: NDAX may launch additional opt-in services from time to time in its sole discretion. NDAX has the right to terminate, suspend or modify rules concerning any opt-in service in its sole discretion.
  3. Disruptions and Errors: While NDAX takes steps to ensure the staking opt-in service is accessible at all times, it cannot guarantee unimpeded or uninterrupted access, nor can it guarantee disruptions or errors. In the case of impeded or interrupted access, disruptions, or errors, any staked Crypto Assets may not generate staking rewards.
  4. Rewards and NDAX Role: If a User accesses the staking opt-in service, NDAX or an affiliate will stake the User’s selected Crypto Assets on the User’s behalf, with NDAX or its affiliate acting as a transaction validator on the applicable network for the Crypto Asset selected by the User for staking. If NDAX or its affiliate successfully validates a block of transactions for the Crypto Assets that a User has selected, the User may earn a reward granted by the applicable Crypto Asset network and in accordance with the provisions that apply to that Crypto Asset’s network. Any such earned reward, less NDAX’s fees, will be distributed to the applicable User’s account balance by NDAX after receipt by NDAX or its affiliate of the reward. NDAX reserves the right to charge Users a fee or fees in connection with the Users’ participation in the staking opt-in service. A schedule of these fees, if any, will be made available on or through the NDAX site. Fees are subject to change, at NDAX’s sole discretion, and Users are solely responsible for accessing the fee schedule prior to participating in the staking opt-in service.
  5. Risks and User Acknowledgment: NDAX will use reasonable efforts to stake those Crypto Assets selected by Users for the staking opt-in service. Users acknowledge and agree that they have no right to any reward associated with the staking opt-in service unless and until the rewards are received by NDAX or its affiliate pursuant to a successful validation transaction. Only after receipt of the rewards by NDAX or its affiliate will the applicable rewards be transferred to a User’s Account. NDAX DOES NOT GUARANTEE THAT A USER WILL RECEIVE ANY SPECIFIC STAKING REWARD OR ANY STAKING RETURN OVER TIME. ANY ESTIMATE OF ANY APPLICABLE STAKING REWARDS PERCENTAGE IS AN ESTIMATE ONLY AND MAY CHANGE AT ANY TIME IN NDAX’S SOLE DISCRETION. FURTHER, ANY SUCH ESTIMATE MAY BE MORE OR LESS THAN THE ACTUAL STAKING REWARDS RECEIVED FROM THE APPLICABLE NETWORK OR PROTOCOL. Users acknowledge that NDAX provides Users with opt-in access only for the staking opt-in service, and NDAX bears no liability for losses incurred by any User because of the User’s use of this staking opt-in service, including any such loss resulting from on-chain contract security breaches. A Crypto Asset network may determine that the staking opt-in service has been erroneously operated. Any such determination is outside of the control of NDAX. Such a determination may result in a “slashing penalty” and/or non-payment of the expected staking rewards. NDAX has no obligation to compensate any User for any slashing penalties incurred in connection with the staking opt-in service.
  6. No Advice, No Relationship: The staking opt-in service is subject to all of the terms and conditions of this Agreement, which terms are subject to change. The tax treatment of certain Crypto Asset transactions is uncertain and it the responsibility of Users to determine what taxes, if any, arise from all transactions with their Crypto Assets, including staking. Users are solely responsible for reporting and paying all taxes arising from their Crypto Assets, including from staking. NDAX does not provide any investment, legal or tax advice to any User in connection with the staking opt-in service or otherwise. Users should conduct their own due diligence and consult their own advisors before making any decision to participate in the staking opt-in service. Neither a User’s NDAX Account balance, nor any of a User’s staked Crypto Assets, are eligible for deposit insurance or any protection from either the Canada Deposit Insurance Corporation or the Canadian Investor Protection Fund.
  7. No Deposit: Users acknowledge and agree that NDAX does not represent itself to be, nor is it regulated as, a bank, trust company or other depositary institution. A User’s Account is not a bank account or a deposit account.
  8. Legislative and Regulatory Changes: Provincial and federal legislative or regulatory changes, rules, interpretations, and judicial decisions may affect NDAX’s ability to offer the staking opt-in service and could adversely affect the value, use and transfer of a User’s Crypto Assets, the operations of any NDAX service, including the staking opt-in service, the tax treatment of the staking opt-in service, and a User’s ability to cease the staking opt-in service in an expeditious manner.
  9. Staked ETH: The Ethereum protocol is transitioning to the Ethereum 2.0 network. Until that transition is completed, staked ETH and ETH staking rewards will be locked on the Ethereum protocol. The timing of this transition is unknown; it may take years or it may never occur. NDAX has no control whatsoever over this process or when the lockup period will end. NDAX does not guarantee in any way that the upgrade to the Ethereum network will be successful and Users should understand that if the network upgrade ultimately fails, a User may lose all, or a portion, of the ETH staked by that User.  NDAX will not be responsible for any ETH lost as a result of a network upgrade failure.
    Unlike NDAX’s other staking services, a User is not able to “opt out” of ETH staking once the User has staked ETH until the transition to the Ethereum 2.0 Network is completed. As stated above, the length of this lock-up period is unknown. A User will not be able to trade, transfer or otherwise access the User’s staked ETH during the lockup period. Any rewards earned while staking ETH remain locked onchain until the Ethereum network upgrade is completed. When a User stakes ETH, NDAX will credit the User’s account with staked ETH and the applicable staking rewards consistent with this Agreement and the rules of the Ethereum network. ETH staking rewards reflected in the User’s account prior to completion of the network upgrade are an estimate based on a combination of reward rates and the period of time for which the User has staked ETH (less any NDAX fees). Rewards will be reflected in a User’s account, but may not be actually credited until the end of the lockup period. Newly staked ETH is subject to a bonding period before earning rewards.

Section 31. THIRD PARTY VERIFICATION

  1. Global: You agree 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 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 or background, to identify you and detect fraud. We may verify your name, address, phone number, email, and other information, and 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.
  2. 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, confirm that you are not using your account on behalf of, or for the benefit of a third party, and to 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.
  3. 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, confirm that you are not using your account on behalf of, or for the benefit of a third party, and to 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 January 14, 2022.