Terms and Conditions

Last Updated: October 7, 2021

These terms and conditions of use, together with any documents and/or additional terms they expressly incorporate by reference, constitute a contract (the “Terms of Use”) between you and each of 1983283 Ontario Inc., doing business as “Secure Digital Markets” (“1983283”), a corporation existing under the laws of Ontario, and Secure Digital Markets Canada Inc. (“SDM Canada”), a corporation existing under the laws of Ontario. References in these Terms of Use to “SDM”, “we”, “us,” “our,” or the “Company” are to 198 and/or SDM Canada, as applicable.PLEASE READ THIS CAREFULLY – IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND SDM. By signing up to use an account through this Site or any associated informational websites, electronic communications, APIs, or mobile applications (collectively, the “Site”), or by using the Site, you agree that you have read, understood, and accept all of the terms and conditions contained in these Terms of Use. If you do not agree to any part of these Terms of Use, you may not use the Site or the Services (as defined below).

SDM Services and Use

Jurisdiction. Users of this Site are responsible for observing all applicable laws and regulations in their relevant jurisdictions before proceeding to access the information contained herein. The information provided in or accessible through the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject SDM to any registration or other requirement within such jurisdiction or country which SDM does not currently have. SDM reserves the right to limit access to the Site to any person, geographic region or jurisdiction. By proceeding to access the information, you are deemed to have represented and warranted that the applicable laws and regulations of your relevant jurisdiction allow you to do so.

Services. Through your SDM account, if applicable, (“SDM Account”) and the SDM Site, subject to SDM compliance onboarding and approval, you are able to buy and sell virtual currencies which do not constitute securities under applicable Canadian laws (“Virtual Currencies”), in addition to using certain other services that may be provided by SDM from time to time, including, among other things, general news and information, market data including price and analytics, and educational information (collectively, the “Services”). For clarity, we will not hold Virtual Currencies or cash on account on your behalf and will immediately deliver Virtual Currencies or cash to an account or wallet under your sole control following a Virtual Currency trade, according to our usual commercial practice and in accordance with our obligations under applicable law. When using the Services to buy or sell Virtual Currencies through your SDM Account, you are directly buying from, and directly selling to, SDM. SDM does not offer exchange or clearance services.

Fees. You agree to be responsible for the payment of and pay all fees for your use of the Services. We reserve the right to change the fees for Services or implement charges for features of the Services as indicated to you from time to time. Any such fees will be set out in these Terms of Use or on the Site.

Eligibility.You must be at least 18 years old to use the SDM Site or the Services and represent that you are of such age in doing so. Neither you, nor any person for whom you are acting as an agent or nominee, as applicable (1) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by United States Office of Foreign Assets Control (“OFAC”) from time to time; (2) is a foreign shell bank; or (3) resides in or your funds are transferred from or through an account in a Non- Cooperative Jurisdiction (as classified by the Financial Action Task Force on Money Laundering (“FATF”)). For clarity, countries or territories that have been designated as ‘Jurisdictions under Increased Monitoring’ and ‘High-Risk Jurisdictions subject to a Call for Action’ with the FATF constitute Non-Cooperative Jurisdictions. If you are using the Services on behalf of a legal entity, you further represent and warrant that the legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and you are duly authorized by such legal entity to act on its behalf.

E-Sign and Electronic Communications Consent. In our sole discretion, any agreements, applications or records that you sign or agree to at our request may be in electronic form. Furthermore, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with your SDM Account and your use of the Services. We will provide these Communications to you by either posting them on the SDM Site, emailing them to you at the primary email address listed in your SDM profile, communicating to you via instant chat, and/or through other electronic communication such as a text message or mobile push notification. SDM may not send Communications in a language other than English, and if you are not fluent in English, you should consider obtaining the services of an interpreter. You understand and agree that if SDM or its agent sends you electronic Communications but you do not receive them because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications through no fault of SDM, SDM will be deemed to have provided such Communications to you.

Intellectual Property Rights and Ownership

You understand and agree that the Site and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The Company name, the Company logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Site, are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.

You may only use the Site for your personal and non-commercial use, and solely for approved purposes as permitted by SDM from time to time. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, in any form or medium whatsoever except:

  • your computer and browser may temporarily store or cache copies of materials being accessed and viewed;
  • in the event social media platforms are linked to certain content on our Site, you may take such actions as our Site and such third-party social media platforms permit;
  • where you have received prior written permission of the Company to do so.


Users are not permitted to modify copies of any materials from this Site nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Site. You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site.

If you print off, copy or download any part of our Site in breach of these Terms of Use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Site or to any content on the Site, and all rights not expressly granted are reserved by the Company. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

Creating an Account

Registration. In order to use any of the Services, you must first register through the Site, or contact an account representative directly, and provide certain information. SDM may, in its absolute and sole discretion, refuse to allow you to establish an Account.

Privacy Policy. We strive to take all reasonable steps to protect your personal information, however, we cannot and do not guarantee the security of any information or data you disclose to us. SDM is based in Ontario, Canada and the information we collect is governed by the provincial laws of Ontario, the federal laws of Canada, and the laws of other jurisdictions which our activities may be affected by. By accessing or using the SDM Services or otherwise providing information to us, you consent to the processing and transfer of information in and to Canada. Please see our Privacy Policy for more information.

Identity Verification.In order to use certain features of the Services and to help the government fight the funding of terrorism and money laundering activities, you may be required to provide SDM with certain personal information, including, but not limited to, your name, address, telephone number, e-mail address, date of birth, taxpayer identification number, government identification number, and information regarding your bank account (e.g., financial institution, account type, routing number, and account number). In submitting this or any other personal information as may be required, you verify that the information is accurate and authentic, and you agree to notify SDM if any information changes. You hereby authorize SDM to, directly or through third parties, make any inquiries we consider necessary to verify your identity and/or protect against fraud or other financial crime, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), to query account information associated with your linked bank account (e.g., name or account balance), and to take action we reasonably deem necessary based on the results of such inquiries and reports. You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.

Trading

Transaction Limits. The use of all Services may be subject to a limit on the amount of volume of Virtual Currencies you may transact or transfer in a given period, in our sole discretion. Your transaction limits, if applicable, may vary depending on your payment method, identity verification steps you have completed, trading pairs, and other factors. SDM reserves the right to change applicable limits as we deem necessary in our absolute and sole discretion. We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with SDM representatives, if you wish to raise your transaction limits. In our sole discretion, we may refuse to raise your limits, or we may lower your limits at a subsequent time.

Trading.Trading via the SDM Site will be governed by the Virtual Currency Purchase & Sale Agreement, which may be provided to you upon the opening of an SDM Account.

Taxes. It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Services, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities.

Suitability. SDM makes no guarantees or recommendations of any kind, nor does it purport to offer any investment advice of any kind. The risk of complete loss in trading or holding any type of Virtual Currencies can be substantial. As with any asset, the value of Virtual Currencies can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital currencies. You are solely responsible for evaluating the merits and risks associated with the use of the SDM Site and the Services and should take into consideration your particular financial situation in determining whether using the Services or trading Virtual Currencies is suitable for you.

Suspension, Restriction, and Cancellation of Services

SDM may restrict, suspend or terminate your access to the Services in our absolute and sole discretion, immediately and without prior notice, and delete or deactivate related information and files without cost to you, including, for example, in the event that you breach any terms of these Terms of Use or you take any action that SDM deems abusive or as circumventing SDM controls.

Securities Disclaimers and Notices

NO OFFER, RECOMMENDATION OR SOLICITATION: NONE OF THE INFORMATION CONTAINED ON THIS SITE CONSTITUTES A RECOMMENDATION, SOLICITATION OR OFFER BY SDM OR ITS AFFILIATES TO BUY OR SELL ANY SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS OR PROVIDE ANY INVESTMENT, TAX OR LEGAL ADVICE OR SERVICE.

NEITHER SDM NOR ANY OF ITS AFFILIATES ARE REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”), AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF THE INVESTMENT COMPANY ACT.

NEITHER SDM NOR ANY OF ITS AFFILIATES ARE REGISTERED UNDER THE DEALER, ADVISER, OR INVESTMENT FUND MANAGER REGISTRATION CATEGORIES WITH ANY CANADIAN PROVINCE OR TERRITORY PURSUANT TO NATIONAL INSTRUMENT 31-103 – REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRATION OBLIGATIONS AND DOES NOT RELY ON AN EXEMPTION FROM REGISTRATION UNDER ANY OF THE NOTED REGISTRATION CATEGORIES IN ANY CANADIAN PROVINCE OR TERRITORY.

VIRTUAL CURRENCIES MAY ONLY BE TRADED BY SDM WITH COUNTERPARTIES RESIDING IN JURISDICTIONS WHICH DO NOT PROHIBIT SUCH TRANSACTIONS. SDM SHALL NOT TRADE VIRTUAL CURRENCIES WITH ANY PERSON OR ENTITY IN ANY JURISDICTION OR COUNTRY WHERE SUCH TRADING WOULD BE CONTRARY TO LAW OR REGULATION OR WHICH WOULD SUBJECT SDM TO ANY REGISTRATION OR OTHER REQUIREMENT WITHIN SUCH JURISDICTION OR COUNTRY WHICH SDM DOES NOT CURRENTLY HAVE.

ANY INDIVIDUAL OR ENTITY THAT IS CONSIDERING THE PURCHASE OR SALE OF VIRTUAL CURRENCIES WITH SDM MAY WISH TO CONSULT LEGAL COUNSEL.

Forward-Looking Statements and Virtual Currency-Related Information

Nothing in the Site is, or should be relied on as, a promise or representation as to the future. The Site may contain views, estimates, opinions, predictions or other forward-looking statements, which may reflect the views of SDM or any of its affiliates with respect to, among other things, SDM’s operation, the performance of a Virtual Currency, or the Virtual Currency market. Users may identify forward-looking statements by the use of words such as “believe”, “expect”, “potential”, “continue”, “may”, “will”, “should”, “seek”, “approximately”, “predict”, “intend”, “plan”, “estimate”, “anticipate” or other comparable words. These forward-looking statements are subject to various risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these potential statements. Should any assumptions underlying potential forward-looking statements contained on the Site prove to be incorrect, the actual outcome or results may differ materially from outcomes or results projected in these statements. Neither SDM nor any of its affiliates undertakes any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law or regulation.

Pricing and other information generated through the use of the Services which may be made available herein may not reflect actual prices or values that may be available to you in the market at the time generated or at the time you may want to purchase or sell a particular Virtual Currency with us.

Your Use of the Site and Account Set-Up and Security

The security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure.

The safety and security of your information also depends on you. Users are responsible for obtaining their own access to the Site. Users are required to ensure that all persons who access the Site through a user’s internet connection are aware of these Terms of Use and comply with it. The Site, including content or areas of the Site, may require user registration. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete.

Unfortunately, the transmission of information via the internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Site. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Site.

Your provision of registration information and any submissions you make to the Site through any functionality such as applications, chat rooms, e-mail, message boards, personal, or interest group web pages, profiles, forums, bulletin boards and (collectively, “Interactive Functions“) constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy.

Any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your SDM Account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an SDM Account, your account is personal to you and you agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

You are prohibited from attempting to circumvent and from violating the security of this Site, including, without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Site owner’s ability to monitor the Site; (f) using any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site; (g) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attacking the Site via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (i) otherwise attempting to interfere with the proper working of the Site.

Conditions of Use and User Submissions and Site Content Standards

As a condition of your access and use, you agree that you may use the Site only for lawful purposes and in accordance with these Terms of Use.

The following content standards apply to any and all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, “submit“) to the Site, to other users or other persons (collectively, “User Submissions“) and any and all Interactive Functions. Any and all User Submissions must comply with all applicable federal, state, provincial, local, and international laws, regulations, and terms of service.

Without limiting the foregoing, you warrant and agree that your use of the Site and any User Submissions shall not:

  • In any manner violate any applicable federal, state, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
  • In any manner violate the terms of use of any third-party website that is linked to the Site, including but not limited to, any third-party social media website.
  • Include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable, such determination to be made in Company’s sole discretion.
  • Involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or ask for personal information as prohibited under applicable laws, regulations, or code.
  • Involve, provide, or contribute any false, inaccurate, or misleading information.
  • Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing).
  • Transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.
  • Encourage any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm the Company or users of the Site or expose them to liability.
  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person.
  • Promote any illegal activity, or advocate, promote, or assist any unlawful act.
  • Involve the use of any retirement funds, including any personal or indirect IRA investments, when accessing Services.
  • Involve the use of the Services for personal, family or household purposes.
  • Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.


User Submissions: Grant of Licence

The Site may contain Interactive Functions allowing User Submissions on or through the Site.

None of the User Submissions you submit to the Site will be subject to any confidentiality by the Company. By providing any User Submission to the Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submission.

By submitting the User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant the licence hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns to the User Submissions and comply with these Terms of Use. You represent and warrant that all User Submissions comply with applicable laws and regulations and the User Submissions and Site Content Standards set out in these Terms of Use.

You understand and agree that you, not the Company, nor Company’s parent, subsidiaries, affiliates nor their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers or successors, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the Site.

Site Monitoring and Enforcement, Suspension, and Termination

Company has the right, without provision of notice to:

  • Remove or refuse to post on the Site any User Submissions for any or no reason in our sole discretion.
  • At all times, take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion, including, without limitation, for violating the User Submissions and Site Content Standards and these Terms of Use.
  • Take appropriate legal action, including, without limitation, referral to law enforcement or regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Site. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site.
  • Terminate or suspend your access to all or part of the Site for any or no reason, including, without limitation, any violation of these Terms of Use.


YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS PARENT, SUBSIDIARIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, AND SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AGAINST YOU, IN ACCORDANCE WITH THIS AGREEMENT, AND ANY OF THE FOREGOING PARTIES RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

We have no obligation, nor any responsibility to any party to monitor the Site or its use, and do not and cannot undertake to review material that you or other users submit to the Site. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party, subject to applicable laws.

No Reliance

The content on our Site is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our Site.

Although we make reasonable efforts to update the information on our Site, we make no representations, warranties, or guarantees, whether express or implied, that the content on our Site is accurate, complete, or up to date. Your use of the Site is at your own risk and neither the Company nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of this Site.

This Site may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Company. Neither the Company nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

Privacy

By submitting your personal information and using our Site, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such user content submissions in compliance with our Privacy Policy, as we deem necessary for use of the Site and provision of services.

By using this Site you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze Site use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Site may not function adequately.

Third-Party Websites

For your convenience, this Site may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from this Site. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.

Such links to third-party sites from the Site may include links to certain social media features that enable you to link or transmit on your own or using certain third-party websites, certain content from this Site. You may only use these features when they are provided by us and solely with respect to the content identified.

Our Site must not be framed on any other site, nor may you create a link to any part of our Site other than the homepage. We reserve the right to withdraw linking permission without notice. The Site in which you are linking must comply in all respects with these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE SITE OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE SITE AND YOUR COMPUTER, INTERNET, AND DATA SECURITY. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

SDM DOES NOT RECOMMEND, ENDORSE, ADVOCATE OR SPONSOR ANY OF THE VIRTUAL CURRENCY TRANSACTIONS THAT MAY BE ENTERED INTO PURSUANT TO A VIRTUAL CURRENCY PURCHASE & SALE AGREEMENT. SDM IS NOT AN AUTHORIZED FINANCIAL ADVISOR OR REPRESENTATIVE AND DOES NOT GIVE TAX, EMPLOYMENT, OR INVESTMENT ADVICE. ANY PRICE INFORMATION, QUOTES, FORECASTS, RETURN ESTIMATES, OR INDICATIONS OF PAST PERFORMANCE ARE FOR INFORMATION PURPOSES ONLY AND DO NOT GUARANTEE FUTURE PERFORMANCE AND DO NOT CONSTITUTE AN OFFER TO BUY OR SELL OR ANY SOLICITATION OF AN OFFER TO BUY OR SELL ANY CURRENCIES, CURRENCY PAIRS, OR OTHER PROPERTY, NOR TO ENTER INTO ANY VIRTUAL CURRENCY TRANSACTION. SDM IS NOT, SHALL NOT BE, AND SHALL NOT BE DEEMED TO BE YOUR FINANCIAL ADVISOR OR FIDUCIARY WITH RESPECT TO YOUR INTENTION TO OFFER TO BUY OR SELL ANY CURRENCIES, CURRENCY PAIRS, OR OTHER PROPERTY.

Limitation on Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE SITE, ANY LINKED SITES OR OTHER THIRD-PARTY SITES, NOR ANY SITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY FOR LOSSES ARISING OUT OF OR RELATED TO THESE TERMS OF USE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THREE THOUSAND DOLLARS ($3,000.00) USD.

Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless SDM, its affiliates and service providers, and each of its or their respective officers, directors, agents, joint venturers, employees and representatives, from any loss, damage, cost, action, claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of these Terms of Use; your use of, or conduct in connection with the Site or the Services; or your violation of any law, rule or regulation, or the rights of any third party.

General Provisions

Contact Us. Please contact us here with any feedback, questions, or complaints.

Amendments. We may change these Terms of Use from time to time in our absolute and sole discretion. If we make material changes to these Terms of Use, we will provide notice to you by doing some or all of the following: updating the “Last Updated” date at the beginning of these Terms of Use and adding a statement to our homepage, requiring your acceptance of the amended Terms of Use, or sending you an email notification. Any and all such modifications are effective immediately upon posting, or, if required by applicable law, upon your acceptance of the amended Terms of Use or receipt of email notification, and apply to all access to and continued use of the Site and Services. You agree to periodically review the Terms of Use in order to be aware of any such modifications. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Site and Services. If you do not terminate your use of the Site or Services, your continued access to or use of the Site or Services will be deemed to constitute acceptance of such revised Terms of Use.

Modification or Discontinuance of Services.SDM may, in our absolute and sole discretion and without cost to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of the Services.

You agree that we shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services.

Entire Agreement. These Terms of Use, the Privacy Policy, and the Virtual Currency Purchase & Sale Agreement incorporated by reference herein comprise the entire understanding and agreement between you and SDM as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms of Use), and every nature between and among you and SDM. Section headings in these Terms of Use are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms of Use.

Assignment.You may not assign any rights and/or licenses granted under these Terms of Use. We reserve the right to assign our rights without restriction, including without limitation to any SDM affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, these Terms of Use will bind and inure to the benefit of the parties, their successors and permitted assigns.

Severability.If any provision of these Terms of Use is determined to be invalid or unenforceable under or by any regulation, law, court of competent jurisdiction, or any government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms of Use shall not be affected.

Change of Control.Should SDM be acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

All provisions of these Terms of Use which by their nature extend beyond the expiration or termination of these Terms of Use, including, without limitation, those sections pertaining to suspension or termination, SDM Account cancellation, general use of the SDM Site, disputes with SDM, and general provisions, shall survive the termination or expiration of these Terms of Use.

Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Arbitration and Waiver of Class Action.If you have a dispute with SDM arising under these Terms of Use, we will attempt to resolve such dispute through our support team.If we cannot resolve the dispute through our support team within 30 days of your notice to SDM regarding the dispute, then the determination of the dispute shall be settled solely and exclusively by final and conclusive binding arbitration in the City of Toronto, Province of Ontario, administered by JAMS. Such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures, with the following exceptions to such rules if in conflict: (a) one arbitrator shall be chosen by JAMS; (b) each party to the arbitration will pay an equal share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; (c) each party shall be entitled to participate in the arbitration by video conference or teleconference; and (d) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS’ rules and regulations) of the proceedings has been given to such party.

Where applicable, both you and SDM agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. Where applicable, there will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (the “Class Action Waiver”). Notwithstanding any other provision of these Terms of Use or the applicable arbitration rules, where applicable, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and SDM agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, we may lawfully seek enforcement of the arbitration clause set out above and the Class Action Waiver under the applicable law and seek dismissal of such class or collective actions or claims.

Trial by Jury. If for any reason the arbitration clause set out above is not applicable, then each party, (i) to the fullest extent permitted by applicable law, hereby irrevocably waives all right to trial by jury in relation to any issue relating to these Terms of Use or any other matter involving the parties, and (ii) submits to the exclusive jurisdiction and venue of the courts located in the city of Toronto, province of Ontario.

Injunctive Relief. These Terms of Use do not hinder the rights of either party to seek injunctive relief in order to limit immediate, serious and irreparable injury.

Force Majeure.We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

No Waiver.No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

These Terms of Use shall not be construed to waive rights that cannot be waived under applicable local, provincial, state and federal laws where you are located.