User Agreement

This User Agreement represents an agreement made by and between the User and NDAX and has the legal effect of legal contract. Please read this agreement carefully prior to using the Website operated by NDAX. Your access to the trading platform, and your ability to use the Service is conditioned upon your acceptance of, and compliance with this Agreement. This Agreement applies to all Customers, Users, Affiliates, visitors and others who access the Service.

By accessing or using the Service, you agree to be bound by this Agreement. You may not access the Service if you disagree with any part of the Agreement.

We reserve the right, in our sole discretion, to modify, alter, delete or otherwise update the Agreement at any time without prior notice to you and you agree to be bound by such modifications, alterations, deletions or updates.  If a revision is material, we will provide at least 30 days notice prior to any changes taking effect. What constitutes a material change will be determined at our sole discretion. Accordingly, you should review the Agreement each time you access this Website.

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 this Agreement.

DEFINITIONS

Wherever used throughout this Agreement, the following terms shall have the following meanings:

  • “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.
  • “Content” means content, information, and materials.
  • “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.
  • “KYC Policies” means the internal know your client verification policies of NDAX.
  • “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://www.ndax.io website.

MARKETPLACE

NDAX facilitates a marketplace for the User to buy and sell cryptocurrency. We make every effort to maintain a fair marketplace; 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 NDAX is not delayed. However, NDAX bears no responsibility for any outcomes or consequences that arise due to a network outage or any similar situation.

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. Therefore 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.

SECURITIES

Securities, investment contracts, or any other form of financial instruments classified by law as a “Security” are not offered by NDAX. Therefore, any cryptocurrencies available for purchase through NDAX trading platform will not grant any rights, remedies or other protections associated with security ownership.

FIAT FUNDS

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 account. There will be no interest paid on any fiat balances kept in the User’s fiat account on NDAX.

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 that 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.

USE OF INFORMATION

The 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 prior 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 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. 

USER RESPONSIBILITIES  

The User must take all measures required to ensure their account is secure at all times. NDAX, it’s directors, associates or employees are not responsible for any loss that occurs as a result of negligent security practices, be it the fault of the User or NDAX. The User is required to guard and protect any and all passwords. 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.

The Website and any related Service is provided "as is". We make no expressed or implied warranties.

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 will only open accounts for Canadian persons and Canadian entities that can to provide all the required information under Customer Identity Program in account opening process. Failure to provide any of the required information will result in your inability to open an account and use the exchange platform.

To open an account with NDAX, the User must be of the legal age of majority, as defined by law in the province of the User’s residency. The account opened on NDAX may only be used for the sole benefit of the User registered on the trading platform and may not be used to execute any transaction for any third party. The User may not grant access to their account to any third party.

Further information regarding our use of your personal information is available in our Privacy Policy.

NO OFFER OR SOLICITATION

This Website is presented for informational purpose, and nothing on this Website shall be construed as an offer to sell or a solicitation of an offer to buy any of cryptocurrency offered.

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.

CHAT AND INSTANT MESSAGING

The User is advised that all conversations through Electronic Communications 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 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.

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, it’s directors, officers, employees, and associated companies may, from time to time, hold the cryptocurrencies mentioned on this site 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.

This material is therefore not independent from our proprietary interests, and as such, may conflict with your investments.

WAIVER OF LIABILITY

NDAX shall not be liable, under any circumstances for any direct, indirect, special, incidental, consequential or punitive damages, or any other damages whatsoever, including, without limitation, lost revenues, lost profits or loss of prospective economic advantage, damage to your computer or computer system or setting, loss of date, which you may suffer arising out of your use, delay in using, or inability to access the Website, or in any other way connection with the Website, including from the downloading of any software from the Website. 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 damages and causes of action exceed the amount paid by you, if any, for the use of the Website. The preceding 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.

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.

  • 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.
  • The User agrees to indemnify NDAX, it’s directors, officers, partners, employees against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred to the full extent permitted by applicable law, which arises from your use of the Website and any Services provided by NDAX, or from your violation of the terms and conditions contained herein.

RISK

Our Risk Disclosure Statement regarding trading in digital assets (cryptocurrency) 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.

Digital asset transactions are highly risky, due to many factors including, including, but not limited to, they are traded 24-hour a day, seven days a week and are very vulnerable to market fluctuations and global governmental regulations. Trading in cryptocurrencies involves high risk and may not be suitable for all investors. Such investment may result in partial or total loss of the User’s investments, and therefore they are advised to evaluate the level of risk they are willing to take based on their financial position and tolerance for risk. We do not bear any responsibilities for the User’s losses accrued from trading in digital assets.

Any discussion of the risks contained herein concerning any digital assets should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned above.

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. 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.

You acknowledge that NDAX shall be entitled to require you to remove any link from another website to this Website which you install without obtaining NDAX prior written consent.

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.

THIRD PARTY CONTENT

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, authorization, sponsorship, or affiliation, unless otherwise stated, by NDAX with respect to the site, it’s owners, or it’s 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.

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

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 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.

Eligibility and Acceptance

To be eligible for Commission an Affiliate Lead must be:

  • accepted and approved under the NDAX KYC and AML Policies;
  • a Customer Transaction must have occurred; and
  • the Customer Transaction must have occurred directly on the Website’s trading platform.

Commission is not eligible when:

  • 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.

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 currency, 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.

Trademarks

  • During the terms of this Agreement, in the event that we make our Affiliate Marks available to the Affiliate, the Affiliate must:
    • 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.
  • The Affiliate must not:
    • 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.

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).

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:

200, 815 – 8th Avenue S.W. Calgary, Alberta T2P 3P2

[email protected]

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.

GOVERNING LAWS

This Agreement shall be governed by applicable provincial and federal laws and by using the Website the User 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.

This User Agreement was last updated on: September 12, 2018