User Agreement

THIS USER AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF NDAX CANADA INC.’S WEBSITE, THE PLATFORM, THE CONTENT, INFORMATION, AND SERVICES PROVIDED ON OR THROUGH THE NDAX WEBSITE, THE PLATFORM, AND ALL OTHER PRODUCTS AND SERVICES. THIS AGREEMENT EXCLUDES 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, THE PLATFORM, OR ANY OTHER PRODUCT OR SERVICE, THIS AGREEMENT, AS IT THEN READS, GOVERNS YOUR USE. ACCORDINGLY, WHEN YOU USE THE WEBSITE, THE PLATFORM, OR ANY OTHER PRODUCT OR SERVICE YOU SHOULD CHECK THE DATE OF THE USER AGREEMENT POSTED ON THE WEBSITE AND REVIEW IT FOR ANY CHANGES MADE SINCE THE LAST VERSION THAT YOU READ. BY ACCESSING THE WEBSITE OR THE PLATFORM, OR USING ANY OTHER PRODUCT OR SERVICE, YOU REPRESENT AND ACKNOWLEDGE TO US THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THE VERSION OF THIS AGREEMENT THEN POSTED ON THE WEBSITE. YOU FURTHER ACKNOWLEDGE THAT THE TERMS OF THIS AGREEMENT CONSTITUTE AN AGREEMENT BETWEEN YOU AND US. IF YOU DO NOT AGREE TO THE TERMS, THEN DO NOT ACCESS THE WEBSITE OR THE PLATFORM, OR USE ANY OTHER PRODUCT OR SERVICE.

PLEASE SEE BELOW FOR THE DEFINITION OF TERMS USED ABOVE.

PLEASE NOTE THAT NDAX HAS SUBMITTED AN APPLICATION FOR REGISTRATION UNDER SECURITIES LEGISLATION IN CANADA, BUT IS NOT CURRENTLY REGISTERED, AND IS OPERATING UNDER THE PROVISIONS OF THE PRU. THERE CAN BE NO ASSURANCE THAT NDAX WILL BE REGISTERED AND IF IT FAILS TO BECOME REGISTERED IN ANY PROVINCE OR TERRITORY IN CANADA, IT WILL PROMPTLY CEASE CARRYING ON REGISTRABLE ACTIVITY IN SUCH PROVINCE OR TERRITORY.

Section 1. TERMS

The capitalized terms utilized herein and not otherwise defined will have the following meanings ascribed thereto:

“Account” means a User account for the Platform or other Services that provides access to the Products and stores the User’s personal information.
“Affiliate” means a User who has generated an Affiliate Link.
“Affiliate Customer” means a User of the Platform that has been permitted to open an Account after being an Affiliate Lead.
“Affiliate Customer Transactions” means those transactions entered into by Affiliate Leads that are eligible for Commission.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that is made available to the Affiliate.
“Affiliate Link” means the exclusive tracking link generated through the Website that the Affiliate may place on the Affiliate’s website, share with potential Affiliate Leads, or promote through other channels.
“Affiliate Marks” means any Ndax trademark, service mark, or logo created by Ndax and provided to an Affiliate at our sole discretion.
“Affiliate Program” means the Ndax affiliate program described in this Agreement.
“Agreement” means the most recent version of this User Agreement that is posted from time to time on the Website.
“API” means an application programming interface.
“Bonding Period” means the amount of time it takes before you begin to generate staking rewards for a Crypto Asset from the time that you started staking that Crypto Asset.
“Commission” means the percentage of the trading fees generated by a customer that is listed from time to time in the Fee Structure, unless otherwise agreed by us and the applicable Affiliate through a promotion or a separate agreement.
“Content” means the content, information, and materials contained in, or available on, the Website or the Platform.
“Crypto Asset” means a digital asset, including, but not limited to Bitcoin, Litecoin, Ethereum, Cardano, Polkadot, Stellar, and anything commonly considered a crypto asset, digital or virtual currency, or digital or virtual token, that is not a security or a derivative and that is authorized by us to be traded on the Platform.
“Crypto Contract” refers to a User’s contractual rights relating to a Virtual Asset and related rights under this Agreement.
“Deposit of Non-Supported Digital Assets Policy” means our Deposit of Non-Supported Digital Assets Policy , as updated from time to time, which is incorporated in its entirety into this Agreement.
“Electronic Communication” means, as applicable, chat, instant messaging, email, in-app notifications, social media, and Platform updates.
“Fee Structure” means the list of all fees charged by us in connection with the use of the Platform and the Services, the most recent version of which is set out from time to time on the Website fee page at https://ndax.io/fees.
“Fiat Funds” refers to currency in the form of Canadian dollars.
“Fork” refers to any hard divergence or fork of a blockchain.
“Forked Asset” refers to the digital asset resulting from, or received as a result of, a Fork.
“Ndax” means Ndax Canada Inc., sometimes referred to in this Agreement as “us”, “we” or “our”.
“OTC Express” means the over-the-counter trading desk operated by us where, subject to minimum trade size requirements or as otherwise determined by us, in our sole discretion, Users or other individual customers can buy and sell Virtual Assets from or to us and take immediate delivery of the Virtual Assets purchased.
“OTC VIP” means the over-the-counter trading desk operated by us where, subject to minimum trade size requirements or as otherwise determined by us, in our sole discretion, Users can buy and sell Virtual Assets from or to us and custody of the Virtual Assets purchased with us.
“OTC Desk” means, collectively, the OTC Express and OTC VIP trading desks operated by us.
“Platform” means our proprietary and fully automated internet-based order-execution-only platform for the trading of Virtual Assets that is accessed through the Website. For greater certainty and unless otherwise stated, the term “Platform” in this Agreement includes the Website.
“Privacy Policy” means our Privacy Policy at https://ndax.io/privacy-policy, as updated from time to time, which is incorporated in its entirety into this Agreement.
“Products” means, collectively, the Website, the Platform, the Services, the APIs, the Affiliate Program, all Affiliate Marks, and all other products, services, or programs offered by us from time to time.
“PRU” means the pre-registration undertaking dated March 24, 2023, that Ndax signed in favor of the Alberta Securities Commission and the other members of the Canadian Securities Administrators, under which, among other things, we are permitted to custody Virtual Assets on behalf of our customers, rather than using the custodial services of a third party custodian, until the earlier of (i) the launch of Ndax Trust Co., an affiliated Alberta trust company or (ii) March 24, 2024.
“Risk Statement” means the statement of risks associated with, among other things, the trading in Crypto Contracts through the Platform that we are required to provide to you under the terms of the PRU, as updated from time to time, and which is available to you online on the Website.
“Services” means all of the services that we offer through the Platform, including the buying, selling, trading, and storing of Virtual Assets on or through the Platform, the Staking Service, the OTC Desk, any custody services offered by us, and any other service that we offer from time to time, in each case in accordance with the terms set out in this Agreement.
“Staking” means the act of committing or locking Crypto Assets in smart contracts to permit Users or the Users’ delegate to act as a Validator for a particular proof-of-stake consensus algorithm blockchain.
“Staking Service” means the service(s) that we offer through the Platform in order to enable Users to opt-in to stake Crypto Assets that are held on the Platform for the benefit of Users in third-party proof-of-stake transaction validations.
“Unbonding Period” means the amount of time you need to hold your eligible staked Crypto Assets after opting into the Staking Service before you are able to opt-out.
“User” means a person or entity that has been permitted to open an Account, sometimes referred to in this Agreement as “you” or “your”.
“Validator” means, in connection with a particular proof-of-stake consensus algorithm blockchain, a node meeting protocol requirements that participate in consensus by broadcasting votes and committing new blocks to the blockchain.
“Value-Referenced Crypto Asset” means a crypto asset that is designed to maintain a stable value over time by referencing the value of a fiat currency or any other value or right, or combination thereof.
“Virtual Assets” means, collectively, Crypto Assets and Value-Referenced Crypto Assets.
“Website” means the https://ndax.io website and, for greater certainty, includes the mobile application that also permits Users to access the Platform.

Section 2. AGREEMENT WITH USERS

This Agreement represents an agreement made by and between the User and Ndax and has the binding effect of a legal contract. Please read this Agreement carefully and in its entirety, prior to using any Product. Your access to, and use of, any Product is conditional upon your acceptance of, and compliance with, this Agreement. This Agreement applies to all Users, as well as to all visitors to the Website.
For your reference, the date that this Agreement was last modified appears at the end of this Agreement. By continuing to access or use any Product, you signify your express agreement to the terms of the most recent version of this Agreement, all documents incorporated by reference herein, and the most recent version of the Fee Structure. We reserve the right to amend, remove, or add to this Agreement at any time, and from time to time, in our sole discretion. Such modifications shall be effective immediately. Accordingly, please continue to review this Agreement whenever accessing or using any Product. Your use of any Product after the posting of modifications to this Agreement constitutes your acceptance of this Agreement, as modified. If, at any time, you do not wish to accept this Agreement, you may not use or access any Product. Any terms and conditions proposed by you that are in addition to, or that conflict with, this Agreement are expressly rejected by us and are of no force or effect.
Ndax’s failure to insist upon or enforce any performance of any provision of this Agreement shall not be construed as a waiver of any provision or rights contained in the Agreement.
You may print a copy of this Agreement for your reference. You understand and expressly agree that we may discontinue or change any Product, including the Platform, at any time, without notice to you, in our sole discretion. You also understand and expressly agree that we may discontinue or restrict your use of any Product, including the Platform, for any reason, without notice to you, in our sole discretion.
We agree that we will act and will take reasonable steps to cause each individual acting on our behalf to act, honestly and in good with all Users.

Section 3. LICENSE TO USE THE PLATFORM

Ndax grants you a non-exclusive, non-transferable, conditional, and personal license to access and use the Platform (the “License”). The License includes the right to view, download for caching purposes only, and print Content from the Platform for your own personal use, subject to the restrictions set out below in this Agreement and conditional on your acceptance of and continued compliance with, this Agreement.
You agree not to “deep-link” (hyperlink that links to web content) to the Platform and not to resell or permit access to the Platform to others. You further agree not to republish, reproduce, rent, sublicense, or modify any materials appearing on the Platform for resale or for any other purpose to others without our prior written consent, which consent we may unilaterally withhold without reason or notice to you. For the avoidance of doubt, you are responsible for, and bound by, any unauthorized use of the Platform.
You agree not to use any Electronic Communication feature of the Products for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful.
You agree not to use the Platform or any Product for sending or posting unauthorized commercial communications (such as spam). You agree not to collect other User’s content or information, and not to access the Platform or any Product using automated means (such as harvesting bots, robots, spiders, or scrapers).
The License granted under this Agreement may be terminated, at any time, in Ndax’s sole discretion if we believe that information provided by you, including your e-mail address, is no longer current or accurate, if you misrepresented any information during the Account opening procedure if you registered an unauthorized Account, if you 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 Product. Upon any such violation, you agree to cease accessing the Platform and all Products. You agree that we may terminate, in our sole discretion and with or without notice to you, your access to the Platform and any or all Products and remove and discard any information or Content within the Products, at our sole discretion.
You acknowledge and agree that the Platform is an order-execution services platform only and Ndax is not permitted to recommend any Virtual Asset or any other investment, nor is Ndax permitted to provide any investment advice. You acknowledge and agree that Ndax is not the issuer of any Virtual Asset. You further acknowledge and agree either that the trades for Virtual Assets entered into by you on the Platform are with other Users or that the trades are with Ndax. In each case, each trade results in a contract between you and us for the delivery of the applicable Virtual Asset(s). Only those Virtual Assets reviewed and approved by us trade on the Platform. You acknowledge and agree that we have the sole and absolute discretion to decide which Virtual Assets trade on the Platform.

Section 4. PRIVACY AND CONFIDENTIALITY

All of your personal information will be collected by us in accordance with the Privacy Policy at https://ndax.io/privacy-policy. The Privacy Policy is incorporated in its entirety into and should be read in conjunction with this Agreement. We reserve the right to update the Privacy Policy at any time, and from time to time, in our sole discretion.
E-mails and internet communication are not secure or confidential unless properly encrypted. Consequently, we discourage the use of e-mail and Internet communication to send personal or financial information to us. Persons who use e-mail or internet communication for those purposes do so at their own risk, and Ndax and its affiliates, and their respective employees, officers, directors, agents, licensors, successors, and assigns, are not and will not be responsible or liable to you or any other person for any direct, indirect, special or other loss or damage suffered by you or arising from either your use of e-mail or the internet to communicate with us or from our use of email or the internet to communicate with you or other persons at your request. We also prohibit Users from acting on behalf of third parties, and our 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 us to suspect that you are acting on behalf of a third party or based on instructions provided to you by a third party, we may require additional information from you to determine the nature of any third-party relationship. Failure to provide this information will be deemed a breach of this Agreement and may result in the termination of your Account, in our sole discretion.

Section 5. ELIGIBILITY

The Platform and the Products are available in all Canadian provinces and territories.
You must successfully complete our know-your-client and account appropriateness questionnaire and, if you wish to use fiat currency on the Platform, you must have a bank account with a Canadian financial institution. In addition, you represent and warrant to us:
1. If you are an individual and the Account will be in your name, that you have reached the age of majority in the province or territory of Canada in which you reside, that you have the capacity to enter into and be bound by, a contract under the applicable laws of that province or territory and the laws of Canada applicable therein, that you have the legal capacity to open a securities brokerage account, and that you will access the Platform and use the Products under your own name and for your sole benefit;
2. If you are an individual and the Account will be in the name of a legal entity, that you have reached the age of majority in the province or territory of Canada in which you reside, that you are authorized to act on behalf of the legal entity, that the legal entity is duly organized and validly existing under the laws of Canada or a province or territory of Canada, that the legal entity has the capacity to enter into, and be bound by, contract under the applicable laws of Canada or that province or territory of Canada and the laws of Canada applicable therein, that the legal entity has the legal capacity to open a securities brokerage account, and that an authorized representative of the legal entity will access the Platform and use the Products under the name of the legal entity and for its sole benefit;
3. You are using the Platform and the Products solely in the capacity described above, and are not registering an Account, or using the Platform or Products for, on behalf of, for the benefit of, or under the instructions of an undisclosed third party;
4. You are not prohibited or restricted from using the Platform or Products;
5. You will not use the Platform or Products if any applicable law prohibits you from doing so in accordance with this Agreement; and
6. You have read and understood this Agreement, the Risk Statement (including the custody disclosure document), and the Privacy Policy, and agree to be bound by their terms. If you are resident in a province other than British Columbia, Manitoba, or Quebec or if you are resident in any of the territories, you understand and acknowledge that you may be subject to investment limits in respect of the trading of certain Virtual Assets on the Platform.

Section 6. USE AND ACCESS TO THE PLATFORM

You are responsible for providing and maintaining the means by which you access the Platform.
You are responsible for all access and service fees necessary to connect to the Platform and you assume all charges incurred in accessing the necessary systems. You also assume all risks associated with the use and storage of information on your personal computer or on any other computer or device through which you will gain access to the Platform and the Products.
Ndax uses data encryption and firewalls to maintain the security of the information it receives through the Platform. Nevertheless, security and privacy risks cannot be eliminated. As a further security precaution, you must access and use the Platform 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 on the Platform, you must not leave the computer from which you accessed the Platform unless and until you have terminated the session and logged off the Platform. 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 to others.
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 Platform or any Product or the unauthorized delivery or receipt of any Electronic Communication or information from Ndax.
If you allow any third party to access the Platform or any Product (including any of your Accounts) in a manner unauthorized by us, you will be in breach of this Agreement, and we may terminate your access to the Platform and the Products immediately, in our sole discretion. You expressly agree to fully indemnify and save harmless each of Ndax and its affiliates, and their respective employees, officers, directors, agents, licensors, successors, and assigns, against any and all direct, indirect, or special costs, claims, liability, or damages arising out of, or resulting from, any claim or suit by any such third party based upon, or relating in any way to, such access or use of the Platform or any Product.
You represent and warrant to us 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 similarly harmful or inappropriate materials, devices, information, or data.
You expressly agree that Ndax, its affiliates, their respective employees, officers, directors, agents, licensors, successors, and assignees, will not be liable in any way or for any amount to you in the event of the failure of, or damage or destruction to, your computer systems, data or records or any part thereof, or for delays, losses, errors or omissions resulting from the failure or mismanagement of any telecommunications or computer equipment or software.
You will not use the Platform in any way that causes or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform or Products, in any way that 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 Platform or Products by you is discovered by us, we maintain the sole and unfettered discretion to terminate your access to the Platform and all Products.
You will not transmit to us, in any way, whether directly or indirectly, or otherwise expose the Platform or any Product to, any computer virus or other similarly harmful or inappropriate material or device.
If you have any complaint regarding the Platform or the Products, please refer to the summary of our complaint handling procedures, the latest version of which can be found on our Website at https://ndax.io/complaints-and-dispute-resolution, which describes how you can submit a complaint.

Section 7. YOUR ACCOUNT

You must have an Account in order to use the Platform and any other Product. Subject to this Agreement, you may apply to open an Account using the processes made available for that purpose by us. We may accept or reject your application for an Account in our sole discretion. In addition, once your Account is open, we are required to assess, on a regular basis, your ability to continue to maintain your Account.
By opening an Account, you expressly agree and represent to us 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 in or under your Account, including all transactions made in or using your Account, and for all resulting direct, indirect or special loss, damage, and liability. You agree that you will not permit any person (other than Users authorized by us) to use your Account.
You 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.
We may, in our sole discretion, limit the number of Accounts that any one User may have.
The fiat currency held in your Account is not currently eligible for protection from the Canadian Investor Protection Fund (“CIPF”) After Ndax is registered as an investment dealer, any fiat currency held in your Account will be eligible for protection from CIPF. However, at no time will any Virtual Asset held in your Account be eligible for deposit insurance or any protection from either the Canada Deposit Insurance Corporation or CIPF.
All Account documents, notices, and other communication that we send to you as a User of the Platform and/or the Products will be sent by electronic delivery. You expressly consent to delivery of all such documents by electronic means and you confirm that you have the necessary technical ability and resources to access any such document.

Section 8. JOINT AUTHORIZATION

The following terms apply to Accounts that have one or more authorized Users and are designated as “Joint Accounts” (individually, a “Joint Accountholder”):
1. Each Joint Accountholder acknowledges that each other Joint Accountholder may be provided by us with Joint Accounts information, including transaction history, login information, and personal information, of other Joint Accountholders. Each Joint Accountholder has the authority to make trading, transfer, withdrawal, or deposit decisions, in relation to the Joint Account and the Virtual Assets and Fiat Funds balances contained therein, independent of each other Joint Accountholder. Each Joint Accountholder agrees to indemnify and hold harmless each of Ndax and its affiliates, and their respective employees, officers, directors, agents, licensors, successors, 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 Virtual Assets and Fiat Fund balances in a Joint Account are the joint property of all Joint Accountholders, each of whom has a “right of survivorship”. As such, each Joint Accountholder agrees to assign such Joint Account balances (Virtual Assets and Fiat Funds) 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 Joint Account to the surviving Joint 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 the mentally incompetent Joint Accountholder.
3. For each Joint Account, each Joint Accountholder is 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 receives the same information about the Joint Account. Each Joint Accountholder authorizes Ndax to communicate with anyone Joint Accountholder regarding matters associated with the Joint Account. Any notice or statement is effective and binding on all Joint Accountholders when it is provided via electronic means to the email address on file for the Joint Account.
4. To make account ownership change(s) on a Joint Account, or to remove a Joint Accountholder, the Joint Accountholders must contact Ndax customer service directly. It may take up to five (5) business days for the Joint Account ownership changes to take effect in the Joint Account settings or the Ndax companion app. This means that a Joint Accountholder may be able to view the Joint Account, execute trades through the Joint Account, request withdrawals from, and initiate deposits to the Joint Account until the change is made in the Joint Account.
5. For purposes of this Agreement, the terms “you”, “your” and related terms used throughout this Agreement refer to each Joint Accountholder.

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

You agree that we may adjust your Account balance for any deposit, transfer, or encoding error of any of Virtual Assets or Fiat Funds, even if you have already withdrawn all or part of the balance error, although we reserve the right not to do so. We may adjust your Account transaction record and/or your 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, a notice of dishonor, protest, and notice of protest on all Virtual Assets or Fiat Funds balances made in error and requiring such action.
If you receive any Virtual Asset or any Fiat Funds to your Account in error, you are liable to return to us the Virtual Asset or the amount of Fiat Funds you received in error. We may apply a credit (positive) balance of Fiat Funds or Virtual Assets in any of your Accounts (whether individual or Joint Accounts) against any debt or liability that you may owe to us, including debts or liabilities pursuant to deposit, transfer, or coding errors where you have withdrawn any amount of any Virtual Asset or Fiat Funds that was credited to your Account in error.
We are not responsible for any loss of any Virtual Asset resulting from the transfer of a Virtual Asset to us via an underlying network that we do not support. You must verify that the transaction network selected for any movement of Virtual Assets is compatible with our receiving wallet. You should confirm the supported network by consulting the labels on the deposit page (e.g., ERC-20 or BEP-20) and, in the event of any confusion, contact our support staff directly to confirm supported blockchain networks prior to initiating a Transaction.
We may exercise our rights pursuant to section 9.2 above in any manner that we consider necessary, which may include selling Virtual Assets to settle a Fiat Funds or Virtual Asset debt, without first giving notice to you and regardless of whether the Accounts are individual or Joint Accounts. This right may be exercised despite any demand that may have been made by a third party. This right is in addition to any set-off or consolidation rights that we may have at law or in equity.
We may freeze or close your Account without notice to you in a number of circumstances, including if required by law if at any time we have reasonable grounds to believe that you committed, or may have committed, fraud or any illegal activity if you are a victim of fraud or identity theft in order to prevent future losses if you use your Account for any unlawful or improper purpose or in a way that will cause harm or a loss to us, if you operate your Account in a manner unsatisfactory to us or contrary to this Agreement, or if you violate the terms of any Ndax policy that relates to your Account.
You are responsible for confirming which Virtual Assets are supported on the Platform and should only deposit those Virtual Assets. You are not permitted to deposit any token or other digital asset that is not supported by the Platform, and you assume all risks associated with the deposit of such asset and any loss resulting from such deposit. We do not guarantee either the safekeeping or the recovery of any such deposited asset. If, notwithstanding the above prohibition, you make a deposit of any token or other digital asset that is not supported by the Platform, Ndax will make reasonable efforts to work with you to return such asset back to your external wallet in accordance with Ndax’s Deposit of Non-Supported Digital Assets Policy. In such case, you expressly hereby agree to indemnify Ndax and to not hold Ndax liable or responsible for any loss, claim, cost, or consequence arising from, or as a result of, the deposit of any token or other digital asset that is not supported by the Platform, any delay in the attempt to recover any such token or other digital asset, or Ndax’s inability, in whole or in part, to recover any such token or other digital asset, including any loss, cost or claim that you may directly or indirectly suffer or incur.

Section 10. MARKETPLACE

We facilitate a marketplace for you to buy, sell, and trade Virtual Assets. Although trades are either matched on the Platform with other Users or are entered into with us, each transaction also results in a contract between us and you. This contract is referred to as a “Crypto Contract”. We maintain an internal ledger that records all the trades executed on the Platform. For you to place an order, your Account must be prefunded with Fiat Funds and/or Virtual Assets, as applicable.
Other than the Value-Referenced Crypto Assets that trade on the Platform, securities, investment contracts, or any other form of financial instruments classified by law as a “security” or a “derivative” are not traded on the Platform. Any Virtual Asset available for purchase through the Platform will not grant any right, remedy, or other protection usually associated with the ownership of securities or derivatives.
We comply with the terms and conditions of the PRU. We also comply with some of the marketplace rules and requirements of the Canadian securities regulatory authorities. However, given the nature of Virtual Assets, you agree with the following:
1. Virtual Asset prices are often unpredictable and volatile due to a variety of reasons, including, but not limited to, government interference, market conditions, the operations of other crypto asset trading platforms, speculation, and media coverage. We have no liability for fluctuations in the market value of the Virtual Assets traded on the Platform or for your transactions that deviate from fair market value.
2. The liquidity, trading volume, market dynamics, and market depth of any Virtual Assets traded on the Platform can change rapidly and without notice. We do not guarantee liquidity, a minimum price for any Virtual Asset, or that a continuous two-sided market will be made or guaranteed for any Virtual Asset. In order to provide some liquidity to the market, we participate passively as a liquidity provider on the Platform by posting bids and ask orders. Our passive liquidity provision activities do not have an unreasonable advantage over you as the matching engine on the central limit order book that powers the Platform does not distinguish between our orders and your orders. Our passive liquidity provision algorithm also does not analyze or consider, or have any advanced knowledge of, any existing orders on the centralized order book when determining the bids or asks to place. In determining what bids or asks to place, we rely on current market pricing provided to us by our liquidity providers.
3. The prices of Virtual Assets traded on the Platform result directly from buy and sell orders placed by you and other Users on the Platform. These prices are not set nor are the prices controlled by us.
4. You are solely responsible for any trading decision you make. We only provide information about the Virtual Assets available for trading on the Platform. We provide no advice relating to any order, and assume no responsibility for any action that is taken in the course of using the Platform or the Services, or any action taken outside of Ndax.
The market information displayed on the Platform is in real-time. However, in the case of a network outage or similar situation, we are not responsible for any outcome or consequence that may arise.
In the event of any verifiable disruption or malfunction in the use or operation of any Electronic Communication or trading facility associated with the Platform, where the nullification or modification of one or more transactions may be necessary for the maintenance of a fair and orderly market or for the protection of investors or the public interest, a qualified representative of Ndax, in his or her reasonable discretion, may review such transactions and either declare those transactions arising out of the use or operation of such facilities during the applicable period null and void or modify the terms of those transactions, in accordance with the maintenance of a fair and orderly marketplace. The Ndax representative, absent extraordinary circumstances, must initiate action upon becoming aware of the occurrence of an event of any verifiable disruption or malfunction in the use or operation of any Electronic Communication or trading facility associated with the Platform. Each User involved in any such transaction shall be notified as soon as practicable by Ndax.
For greater certainty, you expressly agree that in order to maintain a fair and orderly marketplace and to avoid situations of “market manipulation”, we 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 Communication and trading facility associated with the Platform.
As a result of the operational and timing concerns with respect to Forks, the presumption is that we will not support a Forked Asset. If you wish to participate in a Fork, you should withdraw the applicable Virtual Asset from the Platform before the Fork. Notwithstanding the above presumption, we will use our best efforts to support a Forked Asset affecting one of the Virtual Assets on the Platform if we are satisfied with our analysis of the Forked Asset based on technical stability, the criteria we consider before making any Virtual Assets available on the Platform, cost and timing. If we decide to support a Forked Asset, it is generally expected that for a period of time before the Fork we will suspend deposits and withdrawals of the applicable Virtual Asset. If you hold that Virtual Asset in your Account, then within a reasonable time after the Fork, we will deposit the applicable amount of the Forked Asset into your Account.

Section 11. PAYMENT AND FEES

In order to trade on the Platform, you must first transfer Virtual Assets or Fiat Funds into your Account. In the case of Fiat Funds, you must use one of the payment methods listed on the Website, such as e-transfer, or wire transfer. We do not accept cash transactions. You may be charged fees when transferring Virtual Assets and when transferring Fiat Funds to your Account depending on the payment method used. We are not responsible for these fees. We make no representation or guarantee to you regarding the time it may take to transfer Virtual Assets or Fiat Funds into your Account.
All Fiat Funds held in your Account are, or will be, kept in a segregated bank account separate from Ndax’s operating capital. Any proceeds from the sale (less any transaction fees) of Virtual Assets are credited to your Account. No interest is paid on any Fiat Fund balances kept in your Account.
Provided that you hold a sufficient balance in your Account, you may request a withdrawal of Fiat Funds or Virtual Assets from your Account. We will, upon receipt of your request, withdraw the requested Fiat Funds or Virtual Assets from your Account, less any fees charged for such withdrawal in accordance with the Fee Structure. Ndax reserves the right not to process orders for withdrawal of Fiat Funds or Virtual Assets if: (i) a third-party involvement is identified; (ii) the User expresses a clear misunderstanding of the purpose of the Transaction; (iii) the transfer out information provided to us is identified to be incorrect; and (iv) for any other reason where the withdrawal Transaction is identified by us not to be correct, in our sole discretion.
You expressly agree, acknowledge, and understand that the Fee Structure, including the fees charged in connection with trading, deposits, withdrawals, and Staking, is set out on the Website and is subject to change at any time, and from time to time, at our sole discretion. The most recent version of the Fee Structure is on the fee page of the Website.

Section 12. VIRTUAL ASSET OWNERSHIP AND CUSTODY SAFEGUARDS

You can purchase, sell, transfer in, withdraw, and hold any of the Virtual Assets available on the Platform. You can also stake Crypto Assets that are eligible for Staking. When you purchase, sell, transfer in or withdraw Virtual Assets on or from the Platform, we act as your dealer in connection with those transactions.
You receive the full rights, interests, and title to all Virtual Assets purchased by you on the Platform upon completion of the purchase, and such transaction is reflected in your Account immediately. Unless you elect to take immediate delivery of any Virtual Asset owned by you that is on the Platform into a digital wallet controlled by you, you agree that we will act as your custodian in connection with the Virtual Assets that are owned by you and that are on the Platform. Should you deposit Virtual Assets to the Ndax wallet, then we become the custodian of those Virtual Assets.
If we act as your custodian, then the legal title of the Virtual Assets that we custody on your behalf is held by us, and beneficial ownership of such Virtual Assets resides with you. The legal title to a Virtual Asset is reflected by the last known record of the transaction on the applicable blockchain. Beneficial ownership of such Virtual Assets, and the ability to control the Virtual Assets, remains with you. All Virtual Assets that we custody for you are held in an account that is clearly designated to be for the benefit of, or in trust for, you. This account is separate from our assets, the assets of our affiliates, and the assets of any third party that we have retained in connection with the provision of our custodial services to you. Our books and records will show, at all times, that such Virtual Assets belong to you, are held by us on your behalf in our capacity as your custodian, and are separate from the Virtual Assets that belong to us, our affiliates, and the assets of any third party that we have retained in connection with our custodial services. While we have legal title to your Virtual Assets, you control those Virtual Assets, and you must authorize any transaction or action taken in respect of those Virtual Assets. We agree that we do not, and we will not use your Virtual Assets that we custody and hold on the Platform in the conduct of our own business. For greater certainty and without limitation, we agree that we do not, and we will not, trade, stake, lend, borrow, grant a security interest or lien over or otherwise use any of your Virtual Assets that we custody and hold on the Platform in the conduct of our own business.
In connection with the Staking Service, all staked Crypto Assets remain in our possession, custody, and control at all times. All staked Crypto Assets that we custody for you are held in one or more omnibus Ndax staking wallets, in our name, separate and distinct from the Crypto Assets held for Users that do not participate in the Staking Service. For greater certainty, the other provisions set out in this Section 12 apply to staked Crypto Assets.
Except as set out below in respect of staked Crypto Assets, should you wish to withdraw any Virtual Asset held in your Account, you must request a withdrawal. We will process such withdrawal requests within 24 hours after receipt, subject to our internal controls. If there is an issue with the withdrawal request, we will promptly notify you. Once a Virtual Asset has been withdrawn from the Ndax wallet and has had one confirmation on the applicable blockchain, the legal title of that Virtual Asset moves from us to the owner of the digital wallet who receives the withdrawal. This change of title is final and irreversible. For clarity, your custody and ownership rights in any Virtual Asset held on the Platform are created solely by contract pursuant to this Agreement, and the relationship between us and you is not that of fiduciary. If a Virtual Asset withdrawal address provided by you is incorrect, we have no responsibility or liability with respect to such error or omission, or any resulting transfer of the Virtual Asset. In such case, you expressly agree to indemnify and hold harmless Ndax and its affiliates, and their respective employees, officers, directors, agents, licensors, successors, and assigns, from any cost, claim, or loss incurred due to, or arising out of, an error or omission made by you or any resulting transfer of the Virtual Asset. We acknowledge that we hold Virtual Assets in trust for Users and that we do not, and we will not use the Virtual Assets of Users who do not participate in the Staking Service to fulfill any withdrawal request made by those Users who participate in the Staking Service and wish to withdraw their staked Crypto Assets. The withdrawal of any staked Crypto Asset is also subject to any applicable lock-up and/or Unbonding Period that applies to that particular staked12 Crypto Asset.
We utilize state-of-the-art security systems for custody solutions, as well as numerous internal controls, systems, and safeguards, to ensure that the Virtual Assets held on the Platform are safe and securely custodied, and protected against cybersecurity, fraud, or any 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, segregation of duties and departments, 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, multi-signature technology, and safeguards against single point of failure risk. While we work diligently to ensure that all custody-related risks are mitigated, we cannot guarantee a disruption-free Platform. Disruptions to the Platform could result in User loss or delays when executing transactions or withdrawing Virtual Assets.
During the time that we maintain full custody of your Virtual Assets, your data, and trading information may be turned over to governmental authorities in the event of the closure or suspension of your Account because of fraud, other accusations, or investigations into a legal violation are made against you, you violate any term of this Agreement or as otherwise required by applicable law.
If you wish to custody your Virtual Assets off the Platform, our Services provide convenient functionality for you to initiate a blockchain-registered transaction in order to move your Virtual Assets into your personal digital wallet.

Section 13. ORDER EXECUTION

All orders (excluding OTC orders) are placed by you directly on the Platform. Every order placed on the Platform is executed on a best execution basis, obtaining the best possible execution based on the current market conditions.
We accept User orders only on an unsolicited basis. We do not provide any investment advice or, recommendations, nor do we provide investment strategies. No orders placed by you are reviewed by us for suitability.
All buy and sell orders are deemed to be final and are not reversible. We accept no liability or responsibility for any incorrect order entered by you.
In cases where the prevailing market represents prices different from the prices we have posted on the Platform, we will attempt, on a best-efforts basis, to execute orders at, or close to, the prevailing market prices. This may adversely affect your User’s realized and unrealized gains and losses.
We reserve the right, in our sole discretion, to unilaterally cancel a Virtual Asset trade that deviates ten (10) percent or more from the Virtual Asset’s fair market value (as determined by us in our sole discretion). We also reserve the right, in our sole discretion, to establish trading price collars that set limits on executed trades for Virtual Asset price movements outside of predefined spreads. Any trades by you outside of established price collars, or predefined spreads, will be rejected and not executed.
Ndax reserves the right to establish limitations on the maximum number of decimals for any Virtual Asset available on the Platform, including the volume and price of trade orders. Further, maximum decimals may be uniquely established for each Virtual Asset at our sole discretion. If you attempt to execute a trade in contravention of the maximum allowable decimal, your trade will be truncated (rounded down) to the maximum decimal allowed. Attempted trades in contravention of the maximum decimal amount result in an error and the order is not created or executed.

Section 14. NO OBLIGATION TO SUPPORT ANY BLOCKCHAIN

We do not run or control any of the blockchain networks that underlie the supported Virtual Assets. There are several aspects of Virtual Assets that pose risks to you that are beyond our control. We encourage you to carefully read this Agreement and the Risk Statement, review the Website, and learn about Virtual Assets before beginning to buy or sell through the Platform.
We do not own or control, and we make no representation or warranty with respect to, the underlying technology of the Virtual Assets you may purchase, sell, or hold using the Services, including those technologies that govern their use. The underlying technology of Virtual Assets may change suddenly, and the new version may no longer be compatible with existing versions. There may be a permanent Fork, which may impact the value, functionality, and other characteristics of the applicable Virtual Asset, such as the name of the Virtual Asset and whether the Services are able to support the Virtual Asset subject to the Fork. We are not liable or responsible for any loss, claim, cost, or consequence arising from, or as a result of, the occurrence of a Fork, including any loss, cost, or claim that you may directly or indirectly suffer or incur. In the event of a Fork, we may temporarily or permanently suspend the operation of the Services in connection with the applicable Virtual Asset (with or without advance notice to you) and, in our sole discretion, decide to discontinue supporting the Virtual Asset subject to the Fork, including trades, custody and any other Product in respect of that Virtual Asset.

Section 15. USE OF INFORMATION

The content, information, and materials (“Content”) contained in, or available on, the Website, such as legal, financial, tax, accounting, or investing, is for general information purposes only and is made available only 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, in each case without notice, in our sole and unfettered discretion. We assume no liability or responsibility for any information provided by our employees, directors, officers or affiliates, or any other information source, regardless of its accuracy. Any action taken by you is your decision, and you absolve absolutely Ndax and its affiliates, and their respective employees, officers, directors, agents, licensors, successors, and assigns, of any liability for any outcome that may occur.
The Content of the Website is the exclusive property of Ndax, and it is intended only for your use. Credit, and attribution, are given 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 copyrighted and may not be used without our explicit prior written permission.

Section 16. USER RESPONSIBILITIES

In addition to the other requirements set out in this Agreement, you must take all measures required to ensure that your Account is secure at all times. Ndax and its affiliates, and their respective employees, officers, directors, agents, licensors, successors, and assigns, are not liable or responsible for any loss, cost, or claim that occurs as a result of any negligent security practice, any unauthorized use or any access to the Account by third parties, whether through your fault or our fault.
You are required to guard and protect any and all passwords relating to your Account. You must never share your Account password with anyone. Sharing your password, multi-factor authenticator, or allowing for remote access to your device by a third party is considered to be a breach of this Agreement and may result in the suspension of access to the Services and possibly termination of your Account, in our sole and unfettered discretion.

Section 17. 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 purposes. We do not act in any fiduciary capacity whatsoever, including with regard to the materials on the Website. Please contact your personal investment, financial, legal, tax, or accounting advisor should you have any questions or should you need to seek advice.
We, in our sole discretion, only open Accounts for persons resident in Canada and Canadian entities that provide all the required information under the User Identity Program in the Account opening process. You acknowledge that, in our sole discretion, we may open Accounts for persons resident in other jurisdictions on an exceptional basis. Accounts will not be open on behalf of, for the benefit of, or under the instructions of, a party that is not authorized in accordance with our account opening procedures. Failure to provide any of the required information during the Account opening process will result in your inability to open an Account and to use the Platform or other Products.

Section 18. NO OFFER OR SOLICITATION

Nothing on the Website shall be construed as an offer to sell or a solicitation of an offer to buy any of the Virtual Assets available on the Platform.

Section 19. TERMINATION OF AGREEMENT

We reserve the full and absolute right to terminate the Agreement with you, discontinue providing Services and Products to you, and/or permanently or temporarily freeze your Account(s), in each case in our sole and unfettered discretion. We may also terminate your access to the Platform and the Website without prior notice and for any reason.

Section 20. CHAT AND INSTANT MESSAGING

All conversations between you and us through Electronic Communication are recorded and may be used for compliance review and/or training purposes.
All Electronic Communication is for your general information only and we are not soliciting any action based upon it. In particular, Electronic Communication does not take into account your particular investment objectives, risk tolerance, financial situation, or needs. Before acting on any information received through Electronic Communication, you should consider whether it is suitable for your particular circumstances and, if necessary, seek professional advice.

Section 21. CONFLICT OF INTEREST

The individuals who prepared the Content for the Website are paid, in part, based on the profitability of Ndax, which includes earnings from the Platform and other Services.
Salespeople, traders, or other professionals may provide oral or written market commentary or trading strategies to you that may reflect opinions that are contrary to the opinions of Ndax. The directors, officers, employees, and affiliates of Ndax may, from time to time, hold some of the Virtual Assets mentioned on the Website and may act as principals in connection with the purchase and sale of Virtual Assets, including acting as a liquidity provider. This may result in a conflict of interest between the interests of Ndax and its Users. Content is not independent from our proprietary interests and, as such, may conflict with your interests.
Please read our conflicts of interest statement, the latest version of which can be found on our Website at https://ndax.io/conflict-of-interest, which describes the material conflicts of interest identified by us that a reasonable User would expect to be informed of.

Section 22. WAIVER OF LIABILITY AND BREACH

Except as may be provided in these terms, none of Ndax nor its affiliates, nor their respective employees, officers, directors, agents, licensors, successors, and assigns, assumes any liability or responsibility for any claim, application, loss, injury, delay, accident, cost, business interruption cost or any other expense arising from, directly or indirectly, (a) your use of our Services and Products; (b) the Platform and your use of it; (c) your violation of this Agreement or any agreement incorporated by reference in this Agreement; (d) any unauthorized third-party use or access of the Platform, or any Product or Service; and/or (e) your violation of any right of any other person or entity or of any law and regulation including, but not limited to, anti-money laundering and countering the financing of terrorism laws and regulations. We disclaim any representation or warranty that the Platform, the Website, or the Content meet your requirements or that the Website or any software will be uninterrupted, secure, or free from errors or viruses.
In no event shall our total liability to you for any and all damages, causes of action, or otherwise exceed the amount paid by you, if any, for the use of the Platform. The foregoing provision applies regardless of the cause of action, whether arising in tort (including, but not limited to, negligence), contract, or any other legal theory.
Without prejudice to any other rights in this Agreement, if you breach, in whole or in part, any provision contained herein, Ndax and each of its affiliates that provides Products or Services to you reserve the right to take such action as they see fit, including, but not limited to, terminating this Agreement or any other agreement in place with you, terminating or blocking the Products or Services offered to you via the Platform, the Website or otherwise and/or taking legal action against you.
We do not warrant the accuracy, completeness, quality, adequacy, or content of any information or tool on the Platform, any Product, or the Website nor do we make any warranty as to the results that may be obtained from the use of the Platform or any Product. 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. We 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 Platform, the Website or any Product, 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

Ndax is based in Alberta, Canada, and is compliant with all local laws. It is your responsibility to ensure that you are in full compliance with your local laws when using the Platform, the Website, and/or any Product.
You are liable for any damages incurred by using any of our Products 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 Account, at our sole discretion.
Do not use the Platform or the Products if buying and selling Virtual 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.
You agree to cover any damages, legal fees, and any associated fees incurred by you and us in the event that Ndax or its affiliates, or their respective employees, officers, directors, agents, licensors, successors, and assigns, face legal action as a result of your actions.

Section 24. RISK

Please read our Risk Statement regarding the risks associated with Crypto Contracts and the trading in Virtual Assets prior to conducting any transactions on the Platform or using any Product. The Virtual Assets available on the Platform involve significant risk, and you should not enter into any transaction unless you fully understand all such risks and independently determine that all such transactions are appropriate for you.

Section 25. THIRD-PARTY LINKS AND CONTENT

Our Products may contain links to third-party websites, services, or materials that are not owned or controlled by us. We are not responsible for and make no representations, warranties, or statements 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 Platform or a Product 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 you may be subject to terms and conditions contained in those websites. In addition, we are not responsible or liable for any loss or damage resulting in your dealing with a third party, and you understand that interacting with third-party content is at your own risk.
You agree not to hold Ndax and its affiliates, and their respective employees, officers, directors, agents, licensors, successors, and assigns, responsible for the content or operation of such third-party websites. A hyperlink from the Website to another website does not imply or mean that we endorse the content on that website or the operator or operations of that website, and does not constitute an authorization, sponsorship, or affiliation, unless otherwise stated, by us with respect to the site, its owners, or its providers. You are solely responsible for determining the extent to which you may use any content at any other websites to which you might link from the Website.
Any third party intellectual property used by us in the Content, the Website, or a Product 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.
We have not tested any information, software, or products found on any of the linked sites and we do not make any representation regarding the content or sponsors of the site, or the suitability or appropriateness of the products or transactions described therein.
We accept no responsibility or liability with respect to any third-party materials or for the operation or content of other websites, products, or services.

Section 26. AFFILIATE PROGRAM

The Affiliate Program applies to the Affiliate’s participation in the Affiliate Program. If the Affiliate does not agree to the terms herein, they may not participate in the Affiliate Program. If you agree to participate in the Affiliate Program, then you 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 26.
The terms of the Affiliate Program are periodically updated. We may, in our sole discretion, choose to amend or terminate the entire Affiliate Program, or make changes, or merge with another promotional program at any time. Should we update or replace the terms outlined in the Affiliate Program, we will notify the Affiliates via Electronic Communications. Should an Affiliate not agree to any amendment to the Affiliate Program, the Affiliate may elect to terminate its relationship with us as outlined herein.
Once a User has generated an Affiliate Link, that User shall be deemed to be an Affiliate, and the terms and conditions of this Agreement that apply to the Affiliate Program shall apply in full force and remain in effect until terminated pursuant to the terms outlined herein.
From the date an Affiliate Lead clicks on the Affiliate Link made available by an Affiliate, we will pay that Affiliate the Commission for each new Affiliate Customer who successfully completes a customer verification process and an Affiliate Customer Transaction after clicking on the Affiliate Link made available by the Affiliate, provided such Affiliate remains eligible to receive Commission pursuant to the terms of this Agreement. The Affiliate Customer Transaction is determined by the date of the first trade of Virtual Assets by the Affiliate Customer. For clarity, this means the first time the Affiliate Customer buys or sells Virtual Assets on the Platform, and the Affiliate will receive a Commission payment for that Affiliate Customer Transaction and any subsequent Affiliate Customer Transactions by the same Affiliate Customer.
To be eligible for Commission:
1. an Affiliate Lead must qualify to open an Account and be acting on its own behalf and not for the benefit of, on behalf of, or under instructions from, a third party;
2. An affiliate Customer Transaction must have occurred; and
3. the Affiliate Customer Transaction must have occurred directly on the Platform.

The commission is not eligible when:

an Affiliate Lead engages in an OTC transaction with us;
if such compensation is not allowed or limited by either local or federal laws or regulations in the Affiliate’s jurisdiction; or
the Commission has been obtained via fraudulent means or the misuse of the Affiliate Link or violates any of the Affiliate Program terms in this Agreement.

Affiliate Customer Transactions are only valid when they have been generated by the Affiliate Link made available to the Affiliate and have been accepted by us. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination, it is a new client for us and is not one of our pre-existing clients.
Notwithstanding the preceding provisions of this clause, we, in our 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.
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); and
3. have set up a valid Account with us within 30 days of creating the Affiliate Link.

Commission shall be paid in the amount owing 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 (Virtual Asset or Fiat Funds, whichever the case may be) by which it was earned via the applicable User transaction. We shall not pay more than one Commission payment or other similar referral fee on any given Affiliate Customer Transaction. We reserve the right, in our sole discretion, to alter or change the Commission percentage or amount paid.

The Affiliate is solely responsible for reporting and payment of all taxes applicable to the Commission generated and received through the Affiliate Program. The Affiliate agrees to indemnify and hold harmless Ndax and its Affiliates, and their respective employees, officers, directors, agents, licensors, successors, and assignees, 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.
During the terms of this Agreement, in the event that we make our Affiliate Marks available to the Affiliate, the Affiliate must:
1. only use the Affiliate Marks with no alterations in any way whatsoever;
2. only use the Affiliate Marks in connection with the Affiliate Program and this Agreement; and
3. immediately comply if we request the Affiliate to discontinue the 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.

No license to any software is granted by this Agreement. All of our Products are protected by intellectual property laws. The Products belong to, and are the property of, us and/or our licensors (if applicable).

We retain all ownership rights in the Products. The Affiliate agrees not to copy, rent, lease, sell, distribute, or create derivative works based on the Products, in whole or in part, by any means, except as expressly authorized in writing by us.

The Affiliate Marks are our property, and the Affiliate may not use them without our prior written permission except as otherwise outlined in this Agreement.

We encourage all Affiliates, clients, customers, and partners to comment on the Products and provide suggestions for improving them. The Affiliate agrees that all such comments and suggestions will be non-confidential and we shall own all rights to use and incorporate them into the Products without payment to the Affiliate.

The provisions of this Agreement relating to the Affiliate Program are not exclusive to either party.
The provisions of this Agreement relating to Affiliates apply for as long as the Affiliate participates in the Affiliate Program and until terminated by the Affiliate or us.

Either the Affiliate or us may terminate the arrangements in respect of the Affiliate Program for that Affiliate, as set out in this Agreement, with fourteen (14) days' written notice to the other party. If any breach of this Agreement has occurred, we have the full right to terminate such arrangements 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.

Except where a party has changed its corporate name or merged with another corporation, the provisions of this Agreement relating to the Affiliate Program 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. OTC DESK

If you wish to trade CAD twenty-five thousand dollars ($25,000) or more worth of Virtual Assets in one transaction and take immediate delivery of the Virtual Assets purchased by you to a blockchain wallet address specified by you that is not on the Platform and is not under our ownership, possession or control (referred to as “immediate delivery”), we may determine, in our sole discretion, that you are eligible to trade using OTC Express. We may also exercise our discretion to permit other Users who want to take immediate delivery of Virtual Assets purchased by them to trade using OTC Express. We may exercise our discretion to permit or withhold the ability of a User to trade on OTC Express, for any reason, at any time, in each case in our sole discretion. Users that are eligible to use OTC Express are referred to in this Section 27 as “OTC Express Users”. OTC Express allows an OTC Express User to either purchase or sell Virtual Assets from or to us and requires the OTC Express User to take immediate delivery of the purchased Virtual Assets. OTC Express trades in the same Virtual Assets as the Platform. However, all trades made by OTC Express Users through OTC Express are entered into with us. Trade quotes are given at the best execution price.
If you wish to trade CAD twenty-five thousand dollars ($25,000) or more worth of Virtual Assets in one transaction and custody of the Virtual Assets purchased by you with us, we may determine, in our sole discretion, that you may be eligible to trade using OTC VIP. We may also exercise our discretion to permit other Users to trade using OTC VIP. We may exercise our discretion to permit or withhold the ability of a User to trade on OTC VIP, for any reason, at any time, in each case in our sole discretion. Users that are eligible to use OTC VIP are referred to in this Section 27 as “OTC VIP Users”. OTC VIP allows an OTC VIP User to either purchase or sell Virtual Assets from or to us, and permits the OTC VIP User to deposit the purchased Virtual Assets into the OTC VIP User’s personal digital wallet custodied by us. OTC VIP trades in the same Virtual Assets as the Platform. However, all trades made by OTC VIP Users through OTC VIP are entered into with us. Trade quotes are given at the best execution price.
Through the OTC Desk, OTC Express Users and OTC VIP Users (collectively, “OTC Users”) have access to deep liquidity pools. Those eligible OTC Users who wish to place large trades may also have access to personalized trade support services that allow them to execute large trades over the counter, with same-day settlement, and with minimal price slippage.
Depending upon the trade size and other factors, determined by us, in our sole discretion, certain OTC Users may be assigned an OTC Desk representative. These OTC Users agree to communicate trade execution information to their OTC Desk representative via secure communication channels, individually established for them. In this case, an OTC Desk representative presents a quote for a trade through the OTC Desk through a secure communication channel to the OTC Users who must provide confirmation of the price via the same channel. Once a confirmation is obtained, the communicated price is locked in. Communications made by these OTC Users to OTC Desk representatives through secure communication channels are relied on by the OTC Desk representatives in executing trades.
OTC Users who have been assigned an OTC Desk representative expressly acknowledge and agree that no investment advice is given by the OTC Desk representative when executing trades through the OTC Desk. Further, and for greater certainty, these OTC Users expressly acknowledge and agree that OTC Desk representatives have no discretion on trades and only act in accordance with the instructions of the applicable OTC User. As such, each of these OTC Users agrees to indemnify and hold harmless Ndax and its affiliates, and their respective employees, officers, directors, agents, licensors, successors, and assigns, for any loss such indemnified party may incur when an OTC Desk representative executes a trade that is agreed to on a secure communication channel by that OTC User.

Section 28. STAKING SERVICES

Users in compliance with the terms and conditions of this Agreement may “opt-in” to “stake” their applicable Crypto Assets through the Staking Service. You are not required to access or use the Staking Service. If you want to use the Staking Service, you can access it through the Staking tab of your Account, where you can then opt-in to the Staking Service. By opting in to access the Staking Service, you accept, in addition to all of the terms and conditions that are otherwise set out in this Agreement, including the terms and conditions set out in this Section 28, the terms and conditions as set from time to time on the Staking Service opt-in setting page for each specific Crypto Asset. This opt-in setting page sets out, among other things, the applicable Bonding Period and Unbonding Period for the specific Crypto Asset.
We comply with the terms and conditions of the PRU in providing the Staking Service to you. In order for you to access and use the Staking Service, we are required to assess, when you opt-in and on a regular basis thereafter, your ability to use the Staking Service. If we determine that the Staking Service is appropriate for you, you can select eligible Crypto Assets from your Account to be staked. These selected Crypto Assets will then participate in the Staking Service. By opting in a portion, or the entire balance, of your eligible Crypto Assets held in your Account, we agree that we will remit to your Account any Staking reward attributable to your staked Crypto Assets. You may discontinue using the Staking Service at any time through the Staking tab of your Account. If you discontinue or opt out of the Staking Service, you may opt in to the Staking Service again at any time after any applicable Unbonding Period.
We may launch additional opt-in services from time to time, at our sole discretion. We have the right to terminate, suspend, or modify rules concerning any opt-in service at our sole discretion.
While we take steps to ensure that the Staking Service is always accessible, we cannot guarantee unimpeded or uninterrupted access, nor can we guarantee no disruptions or errors. In the case of impeded, interrupted access, disruptions, or errors, any staked Crypto Asset may not generate Staking rewards.
If you access the Staking Service, we or an affiliate will stake your selected Crypto Assets on your behalf, with us, our affiliate, or a third party acting as a Validator on the applicable network for the Crypto Asset selected by you for Staking. If the Validator successfully validates a block of transactions for a Crypto Asset that you have selected, you 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 our fees, is distributed to your Account balance by us after receipt by us or our affiliate of the reward. For greater certainty, rewards are distributed proportionately to how much of the particular Crypto Asset you have opted to stake. We reserve the right to charge you a fee or fees in connection with your participation in the Staking Service. A schedule of these fees, if any, is linked on the Fee Structure and is available on the Website at https://ndax.io/fees. Fees are subject to change, at our sole discretion, and you are solely responsible for accessing the fee schedule prior to participating in the Staking Service.
Please read our Risk Statement, which includes a discussion of the risks of Staking, prior to Staking any Crypto Asset. We use reasonable efforts to stake those Crypto Assets selected by you for the Staking Service. You acknowledge and agree that you have no right to any reward associated with the Staking Service unless and until the rewards are received by us or our affiliate pursuant to a successful validation transaction. Only after receipt of the rewards by us or our affiliate will the applicable rewards be transferred to your Account. WE DO NOT GUARANTEE THAT YOU WILL RECEIVE ANY SPECIFIC STAKING REWARD OR ANY STAKING RETURN OVER TIME. ANY ESTIMATE OF ANY APPLICABLE STAKING REWARD PERCENTAGE IS AN ESTIMATE ONLY AND MAY CHANGE AT ANY TIME, IN OUR SOLE DISCRETION. FURTHER, ANY SUCH ESTIMATE MAY BE MORE OR LESS THAN THE ACTUAL STAKING REWARD RECEIVED FROM THE APPLICABLE NETWORK OR PROTOCOL. You acknowledge that we provide you with opt-in access only for the Staking Service, and we bear no liability for losses incurred by you because of your use of the Staking Service, including any such loss resulting from on-chain contract security breaches. A Crypto Asset network may determine that the Staking Service has been erroneously operated. Any such determination is outside of our control. Such a determination may result in a “slashing penalty” and/or non-payment of the expected Staking rewards. While we will monitor third-party Validators for downtime, jailing, and slashing events and take appropriate action to protect the particular Crypto Asset you have opted to stake, we have no obligation to compensate you for any slashing penalty incurred in connection with the Staking Service.
The tax treatment of certain Crypto Asset transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from all transactions with your Crypto Assets, including Staking. You are solely responsible for reporting and paying all taxes arising from your Crypto Assets, including from Staking. We do not provide any investment, legal, or tax advice to you in connection with the Staking Service or otherwise. You should conduct your own due diligence and consult your own advisors before making any decision to participate in the Staking Service. Your staked Crypto Assets are not eligible for deposit insurance or any protection from either the Canada Deposit Insurance Corporation or CIPF.
You acknowledge and agree that we do not represent ourselves to be, nor are we regulated as a bank, trust company, or other depositary institution. Your Account is not a bank account or a deposit account.
Provincial and federal legislative or regulatory changes, rules, interpretations, and judicial decisions may affect our ability to offer the Staking Service and could adversely affect the value, use, and transfer of your Crypto Assets, the operations of any Service, including the Staking Service, the tax treatment of the Staking Service, and your ability to cease the Staking Service in an expeditious manner.

Section 29. THIRD-PARTY VERIFICATION

If you reside in 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. You provide your consent for them to disclose and/or compare your information for this purpose. Other than our service providers who perform identity verification for us, your personal information will not be shared with any third parties for any other purpose.
If you reside in the 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. You provide your consent for them to disclose and/or compare your information for this purpose. Other than our service providers who perform identity verification for us, your personal information will not be shared with any third parties for any other purpose.
If you reside outside of Canada or the United States, 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. 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.

Section 30. MISCELLANEOUS

Enforcement: A person who is not a User of Ndax has no right to enforce this Agreement or seek a benefit or protection from any of the provisions herein.
Headings: Headings of sections are for convenience only and shall not be used to limit or construe such sections.
Waiver: Our failure or delay in exercising any right, power, or privilege under this Agreement will not operate as a waiver thereof.
Not Liable for Delay: Ndax will not be liable for any delay.
Severability: If any provision of this Agreement should be invalid, illegal, or unenforceable in any respect or in any circumstance, the validity, legality, or enforceability of such provision in any other respect or circumstance shall not in any way be affected or impaired thereby and the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
Assignment: The provisions of this Agreement are to the benefit of and binding upon, us and our successors, assignees, and related persons; and on you, your heirs, executors, administrators, successors, personal representatives, and all persons you represent and their respective successors, assignees, and related persons. You may not assign or transfer any of your rights or obligations under this Agreement without our written consent. We 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.
Liability: You agree that Ndax, its affiliates, and their respective employees, officers, directors, agents, licensors, successors, and assigns, will not be liable in any way to you or to any other person for any delay, loss, error, or omission resulting from a force majeure event, or from an act of any government or legal authority, or from any other event beyond our control.
Notice: All notices required or permitted to be given under this Agreement, whether in respect of the Affiliate Program or otherwise, shall be in writing and may be given by personal delivery, prepaid registered post, or email to Ndax as follows:

Ndax Canada Inc.

1900- 215, 9th Avenue SW Calgary AB T2P 1K3

[email protected]

[Attention: Affiliate Program]

Governing Law: This Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. By using the Platform, you consent to be bound by such laws. Accordingly, unless expressly stated otherwise, the Platform, the Website, the Products, and the Content are provided for Canadian residents only and are not intended for any persons who are residents of any other country.
Disputes: 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:
1. The legal seat of arbitration shall be the City of Calgary, in the Province of Alberta.
2. There shall be one arbitrator agreed to by you and us within twenty (20) days of receipt by the respondent of the request for arbitration. Both us and you 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.
3. The language of the arbitration and award shall be English or, in the case of Quebec residents, French.
4. The parties shall equally share the fees of the arbitrators and the facility fees.
5. You and we shall each bear our own legal costs and expenses of the arbitration.
6. 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 the City of Calgary, in the Province of Alberta to settle any dispute, which may arise in relation thereto.

Last Updated: June 15, 2023