Last Updated: April 9, 2018
Please read this User Agreement (“Agreement”) carefully, as it constitutes the agreement and understanding with respect to the use of any or all of the Services and the nCrypt Site (each as hereinafter defined) and any manner of accessing them, between you and nCrypt Financial Corp. (“nCrypt Financial”), a company incorporated under the laws of the Province of British Columbia, Canada and referred to herein by one of its business names as “nCrypt”, “we” or “us”. nCrypt Financial is a money services business registered with the Financial Transactions and Reports Centre of Canada (FINTRAC). The terms of this Agreement apply to any access and use of our website, mobile app, platform and applications (collectively, the “nCrypt Site”), and any of our products, software and services offered through the nCrypt Site or otherwise made available by nCrypt or any of its affiliated or partner companies (collectively, the “Services”).
1) DEFINITIONS AND INTERPRETATION
- 1 Definitions. As used in this Agreement, the following capitalized terms have the following meanings:
- Available Balance. With respect to a Wallet, the aggregate amount of any Supported Fiat Currency, Bitcoin Cash or Bitcoin Core in such wallet at a given time that is immediately available for use.
- Bitcoin Core.A unit of the digital currency commonly known as the legacy “Bitcoin” and commonly traded under the BTC (or sometimes XBT) ticker symbol (but which has now implemented Segregated Witness, and some people therefore refer to this as the digital currency on the SegWit chain or the SegWit coin).
- Bitcoin Cash. A unit of the digital currency commonly known as “Bitcoin Cash” (and commonly traded under the BCH ticker symbol).
- Account. An online wallet accessible through the nCrypt Site in which Supported Fiat Currencies and/or Bitcoin Cash or Bitcoin Core can be funded, stored, exchanged, transferred and withdrawn.
- Wallet. Each user automatically holds digital wallets within nCrypt. These wallets support fiat currencies and/or Bitcoin Cash or Bitcoin Core. Wallets allow the user to fund, store, exchange, transfer, or withdraw.
- Buy/Sell.The action by which you convert a Supported Fiat Currency to Bitcoin Cash or Bitcoin Core, or Bitcoin Cash or Bitcoin Core to a Supported Fiat Currency, using the Services. When used alone, “Buy” shall refer to the act of using a Supported Fiat Currency to buy a supported digital currency; “Sell” shall refer to the act of selling one of the supported digital currencies to exchange it for a Supported Fiat Currency.
- Fund. The action by which you credit your wallet with a Supported Fiat Currency and/or Bitcoin Cash or Bitcoin Core using an external financial instrument(s), using the Services.
- Supported Fiat Currency.Any fiat currency supported by the nCrypt Site.
- Transfer. The action, using the Services, by which you (a) send any amount of Bitcoin Cash or Bitcoin Core to the wallet of another nCrypt user; or (b) receive into your wallet any amount of Bitcoin Cash or Bitcoin Core from the wallet of another nCrypt user.
- Withdraw. The action by which you debit from your Account an amount of Supported Fiat Currency or Bitcoin Cash or Bitcoin Core to an external payment destination, using the Services.
- 1.2 Grammatical Form. The singular includes the plural and vice versa, and another grammatical form of a defined word or expression has a corresponding meaning.
- 1.3 Headings. Headings are for convenience only and do not affect interpretation.
2) ELIGIBILITY AND AGREEMENT
- 2.1 Legal Age. You hereby represent and warrant that you (a) are of legal age to enter into this Agreement under applicable law; and (b) have not been previously suspended or removed from using our Services.
- 2.2 Legal Entity. If you are using our Services on behalf of a legal entity, you further represent and warrant that (a) the legal entity is duly organized and validly existing under the applicable laws of its jurisdiction of organization; and (b) you are authorized on behalf of such legal entity to act on its behalf and to be bound by this Agreement.
- 2.4 Jurisdiction. Your eligibility to access certain nCrypt Services may depend on the country in which you reside. The list of nCrypt Services accessible by country can be found at https://ncrypt.com/fees/.
3) AMENDMENT OF USER AGREEMENT
- 3.1 Amendment. We may make changes to this Agreement at any time without notice by updating this posting (“Revised Agreement”) and changing the “Last Updated” date above. You agree that we may notify you of the Revised Agreement by posting it on the nCrypt Site so they it is accessible via a link on the home page or initial screen of the nCrypt Site or providing you notice by email, and that your use of the nCrypt Site after we have posted the Revised Agreement or provided you email notice (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Revised Agreement. The Revised Agreement will be effective as of the time of posting, or such later date as may be specified in the Revised Agreement, and will apply to your use of the nCrypt Site and Services from that point forward. You agree to review this Agreement regularly. If you do not agree to any amendments to this Agreement, your sole and exclusive remedy is to discontinue using our Services and close your Account.
4) NCRYPT SERVICES
- 4.1 Description of Services. Through the nCrypt Site, you may establish an Account for the purpose of using one or more of the following Services, subject to availability in your jurisdiction (see https://ncrypt.com/fees/for a list of list of nCrypt Services accessible by country):
- Account. You may Fund, store, Exchange, Transfer and Withdraw Supported Fiat Currency or Bitcoin Cash or Bitcoin Core using your Account.
- Bitcoin Cash or Bitcoin Core Wallet. A Bitcoin Cash or Bitcoin Core wallet will be created for you once you have registered for an Account (a “Bitcoin Cash or Bitcoin Core Wallet”) to Fund, store, Exchange, Transfer and Withdraw Bitcoin Cash or Bitcoin Core.
- Conversion Services. You may Exchange some or all of the Supported Fiat Currency or Bitcoin Cash or Bitcoin Core that you have in your Account from time to time:
- from a Supported Fiat Currency to Bitcoin Cash or Bitcoin Core; and
- from Bitcoin Cash or Bitcoin Core to a Supported Fiat Currency.
- 4.2 Fees. nCrypt charges fees for the Services in accordance with its fee schedule. nCrypt’s fee schedule and all fees for Services (including fees referenced throughout this Agreement) shall be posted for you to view at https://ncrypt.com/fees/. nCrypt may make changes to its fee schedule at any time by updating the fee schedule and changing the “Last Updated” date provided therein and we may notify you of the revised fee schedule by posting it at nCrypt.com/fees or providing you notice by email, and the revised fee schedule will be effective at such time as of the time of posting or emailing or such later date as may be specified, and will apply to your use of the Services from that point forward. Please regularly review our fee schedule, including before you accept this Agreement. If, at any time, you do not wish to accept any fees charged by nCrypt, you may discontinue using our Services and close your Account without charge.
- 4.3 Service Updates. We may, in our sole discretion, make unscheduled deployments of changes, updates or enhancements to the Services at any time. We may add or remove functionalities or features, and may permanently discontinue Services. If, in our sole discretion, we decide to permanently discontinue Services, we will provide you with notice in accordance with this Agreement.
5) ACCOUNT REGISTRATION
- 5.1 Single User Account. In order to use one or more of the Services, you must create an Account. You shall only create one Account. nCrypt may, in its sole discretion, refuse to allow you to create an Account.
- 5.2 Identity Authentication. You will provide nCrypt with accurate, current and complete information about yourself as prompted by the Account registration process or as nCrypt may, from time to time, request, and will keep such information updated. You authorize nCrypt to make such inquiries that it considers necessary to validate your identity and you agree that nCrypt may do so using third party service providers. If you fail to comply with any request of nCrypt to provide nCrypt with information regarding your identity as nCrypt deems necessary to comply with its client identification and verification processes, nCrypt may immediately suspend your Account even if there are pending or unsettled transactions. Notwithstanding nCrypt’s client identification and verification processes, nCrypt cannot and does not guarantee the identity of any user of the nCrypt Site or the Services.
6) FUNDING YOUR ACCOUNT
- 6.1 Funding your Wallet with Supported Fiat Currency. You may Fund your Wallet with Supported Fiat Currency, Bitcoin Cash, or Bitcoin Core by various means as indicated in the nCrypt Site. Any fees charged by nCrypt in connection with Funding are listed at https://ncrypt.com/fees/. Your financial institution may also charge fees in connection with Funding and any such fees shall be your sole responsibility and nCrypt shall have no liability in connection therewith. Depending on your jurisdiction, you may not be able to use all Wallet Funding methods available through the Services. nCrypt makes no representation as to the availability or continued availability of a given Funding method in a particular jurisdiction.
- 6.2 Funding your Bitcoin Cash or Bitcoin Core Wallet. You may Fund your Bitcoin Cash or Bitcoin Core Wallet with Bitcoin Cash or Bitcoin Core by way of Buy/Sell, Transfer or by receiving Bitcoin Cash or Bitcoin Core into your Account from a source outside of the nCrypt Site.
- 6.3 Delivery.When you Buy/Sell or receive Bitcoin Cash or Bitcoin Core, nCrypt will attempt to deliver Bitcoin Cash or Bitcoin Core to your Wallet as promptly as possible (subject to any delays or crediting that may occur as set forth in section 12.4 below concerning Wallet Storage –Bitcoin Cash or Bitcoin Core); however, funds will be debited from your selected payment method (such as Supported Fiat Currency in your Wallet) before Bitcoin Cash or Bitcoin Core is delivered to your Wallet. We will make best efforts to fulfill all transactions, but in the rare circumstance where nCrypt cannot fulfill your Buy/Sell order to acquire Bitcoin Cash or Bitcoin Core, we will notify you and seek your approval to fulfill the Buy/Sell order at the contemporaneous buy price rate. When you Buy/Sell (to sell) Bitcoin Cash or Bitcoin Core for Supported Fiat Currency, nCrypt will attempt to deliver the Supported Fiat Currency to your Wallet as promptly as possible (subject to the Funding Limitation in section 6.4 and any delays or crediting that may occur as set forth in section 12.4 below concerning Wallet Storage –Bitcoin Cash or Bitcoin Core). However, there may be delays in delivering the Supported Fiat Currency to your Wallet if there is any delay associated with your Buy/Sell transaction to sell Bitcoin Cash or Bitcoin Core.
- 6.4 Funding Limitations. Available Funding methods may change from time to time depending on local jurisdiction availability and any limits that nCrypt may impose on your Account in its sole discretion. To mitigate fraud and comply with anti-money laundering and anti-terrorist financing and best practices, nCrypt may in its sole discretion, and you hereby authorize nCrypt in its sole discretion, to impose on your Account any such limits as nCrypt may determine or to place a hold on your ability to use any Supported Fiat Currency or Bitcoin Cash or Bitcoin Core in your Wallet. For illustrative purposes only, examples of limits that can be imposed by nCrypt are as follows:
- a maximum amount of Bitcoin Cash or Bitcoin Core permitted by nCrypt to be Transferred to another nCrypt user per transaction, per day or per month;
- a maximum amount of Bitcoin Cash or Bitcoin Core permitted by nCrypt to be Funded to an Account per transaction, per day or per month; and
- a maximum amount of Supported Fiat Currency or Bitcoin Cash or Bitcoin Core permitted by nCrypt to be Withdrawn from a Wallet per transaction, per day or per month.
- 6.5 Uncollected Funds. You shall provide accurate information as may be required by nCrypt before Funding your Wallet. If you attempt to Fund your Wallet from a financial instrument and funds are not credited to your Wallet for any reason including without limitation because of insufficient funds in or available from such financial instrument, the financial instrument information you provided to nCrypt is not accurate or the financial instrument is closed or does not exist, then you may be liable to nCrypt and nCrypt may require you to pay to nCrypt a fee in such amount as may be determined by nCrypt in its sole discretion in addition to any fees charged by the corresponding financial institution.
- 6.6 Chargebacks and Stop Payments. If you use a credit card or debit card to Fund your Wallet and a Chargeback (as hereinafter defined) or stop payment is subsequently initiated on the funds to be credited to your Wallet, you shall be liable to nCrypt and shall pay to nCrypt a fee for such Chargeback or stop payment in such amount as may be determined by nCrypt in its sole discretion. For the purposes of this Agreement, “Chargeback” means a request to invalidate a payment that is filed by a credit or debit card holder directly with such holder’s debit or credit card company or debit or credit card issuing financial institution.
7) TRANSFERS BETWEEN NCRYPT USERS
- 7.1 Transferring Bitcoin Cash or Bitcoin Core to nCrypt Users. If you initiate a Transfer of Bitcoin Cash or Bitcoin Core from your Wallet to the Wallet of another nCrypt user, nCrypt will transfer such Bitcoin Cash or Bitcoin Core to the Wallet of such nCrypt user, provided such Wallet is active, without using the decentralized Bitcoin Cash or Bitcoin Core network (the “Blockchain”). If such nCrypt users Account is under review or is closed, the transaction will not complete and the Bitcoin Cash or Bitcoin Core will not be transferred. By using the Services, you authorize nCrypt to keep your Bitcoin Cash or Bitcoin Core in nCrypt’s custody and authorize nCrypt to effect Transfers of Bitcoin Cash or Bitcoin Core without using the Blockchain to verify the transaction.
- 7.2 Referral Email. If you initiate a Transfer of Supported Fiat Currency or Bitcoin Cash or Bitcoin Core to a person who does not have an Account, nCrypt may send such person a referral email inviting him or her to create an Account. You hereby authorize nCrypt to include your full name in such referral email invitation as described in this section 7.2 and a statement that such email is being sent as a result of your referral of such person to nCrypt.
- 7.3 Disputes between nCrypt Users. Should any dispute arise between any nCrypt users with respect to any Transfer, nCrypt may return the Supported Fiat Currency or Bitcoin Cash or Bitcoin Core that is the subject of such Transfer to the sender, and the nCrypt users will be responsible for resolution of the dispute as between themselves. Notwithstanding the foregoing, nCrypt will have discretion to resolve issues and disputes among nCrypt users in its sole discretion as it sees fit.
8) WITHDRAWING FUNDS FROM YOUR ACCOUNT
- 8.1 Withdrawing from your Account. You may Withdraw Supported Fiat Currency from your Account by various means as indicated in the nCrypt Site. Any fees charged by nCrypt in connection with any Withdrawal are listed at https://ncrypt.com/fees/. Your financial institution may also charge fees in connection with a Withdrawal and any such fees shall be your sole responsibility and nCrypt shall have no liability in connection therewith. Depending on your jurisdiction, you may not be able to use all Account Withdrawal methods available through the Services. nCrypt makes no representation as to the availability or continued availability of a given Withdrawal method in a particular jurisdiction.
- 8.2 Returned Withdrawal. You shall provide accurate information to nCrypt before Withdrawing from your Account. If you attempt to Withdraw funds from your Account to a financial instrument and the funds are returned for any reason including without limitation because the financial instrument information you provided to nCrypt is not accurate or the financial instrument is closed or does not exist, then you may be liable to nCrypt and nCrypt may require you to pay a fee in such amount as may be determined by nCrypt in its sole discretion in addition to any fees charged by the corresponding financial institution.
- 8.3 Transferring Bitcoin Cash or Bitcoin Core Outside the nCrypt Site. You may transfer Bitcoin Cash or Bitcoin Core to a destination outside of the nCrypt Site by inputting the recipient’s Bitcoin Cash or Bitcoin Core address. You should verify the recipient’s Bitcoin Cash or Bitcoin Core address and all other transaction information and instructions before submitting a Bitcoin Cash or Bitcoin Core Withdrawal request to us. If you complete a Bitcoin Cash or Bitcoin Core Withdrawal request using the Services, you authorize nCrypt to submit your transaction request to the Blockchain in accordance with the instructions you provide through the Services. nCrypt shall not be liable for any error made by the nCrypt user in inputting the recipient’s Bitcoin Cash or Bitcoin Core address or other transaction information. It is important to note that you cannot cancel a Bitcoin Cash or Bitcoin Core Withdrawal or transfer once you have confirmed the Bitcoin Cash or Bitcoin Core Withdrawal or transfer.
9) REVERSALS AND NEGATIVE BALANCES
- 9.1 Reversals; Cancellations; Refunds for Bitcoin Cash or Bitcoin Core Purchases.You or nCrypt cannot cancel, reverse, or change any Bitcoin Cash or Bitcoin Core transaction, and therefore you cannot obtain a refund for any transaction for purchase, sale, send or withdrawal of Bitcoin Cash or Bitcoin Core.
- 9.2 Reversals; Cancellations; Refunds for Supported Fiat Currency.If your payment is not successful, you authorize nCrypt, in its sole discretion, either to cancel the transaction or to debit your Wallet, including your Account balances maintained in your Bitcoin Cash or Bitcoin Core Wallet.
- 9.3 Refuse and Reverse Certain Transactions.nCrypt reserves the right to refuse to process, or to cancel or reverse, any purchases, sends or sales of Bitcoin Cash or Bitcoin Core in its sole discretion, even after funds have been debited from your Account, if nCrypt suspects the transaction involves (or has a high risk of involvement in) money laundering, terrorist financing, fraud, or any other type of financial crime; in response to a subpoena, court order, or other government order; if nCrypt reasonably suspects that the transaction is erroneous; or if nCrypt suspects the transaction relates to any use prohibited by this Agreement. In such instances, nCrypt will reverse the transaction and is under no obligation to allow you to reinstate a purchase, send or sale order for Bitcoin Cash or Bitcoin Core at the same price or on the same terms as the cancelled transaction. Notwithstanding the foregoing, when there are disputes between nCrypt users concerning any Transfer of Bitcoin Cash or Bitcoin Core between the nCrypt users, nCrypt will return the Bitcoin Cash or Bitcoin Core that is the subject of such Transfer to the sender, as set forth in section 7.4 of this Agreement.
- 9.4 Liability for Invalid Transfers. If you receive a Transfer of Bitcoin Cash or Bitcoin Core from another nCrypt user (in this section 9, the “Sending User”) to your Wallet, you and the Sending User are jointly and severally liable to nCrypt for the total amount of the Transfer, plus any applicable fees, if the Transfer is subsequently invalidated or reversed. If a Transfer is invalidated for any reason:
- nCrypt will first attempt to recover the total amount of the Transfer from the Sending User. If the Available Balance in the Sending User’s Wallet is less than the total amount of the Transfer plus any applicable fees, nCrypt may in its sole discretion place a temporary hold on that portion of the Available Balance in your Wallet equal to the difference between the total amount of the Transfer (plus any applicable fees) less the amount of Available Balance in the Sending User’s Wallet (the “Balance Owed”).
- If nCrypt is unable to recover the full amount of the Transfer plus any applicable fees from the Sending User, nCrypt may in its sole discretion debit your Wallet by an amount equal to the Balance Owed. If the Available Balance in your Wallet is less than the Balance Owed, nCrypt may remove the total Available Balance in your Wallet and place your Wallet in a negative balance in an amount equal to the difference between the Available Balance in your Wallet less the Balance Owed.
- 9.5 Set-Off of Amounts Owed to nCrypt. If you are liable for any amounts to nCrypt, you agree that nCrypt may recover such amounts by debiting your Wallet. If the Available Balance in your Wallet is less than the amount of any liability to nCrypt, nCrypt may remove the total Available Balance in your Wallet and place your Wallet in a negative balance in an amount equal to difference between Available Balance in your Wallet less the amount of your liability to nCrypt.
- 9.6 Negative Balance. If at any time you have a negative balance in your Wallet, you shall immediately transfer funds into your Wallet to eliminate the negative balance. In addition, nCrypt may set off the negative balance with any funds that you subsequently receive or deposit into your Wallet including without limitation Bitcoin Cash or Bitcoin Core. If you have balance of Supported Fiat Currency in your Account and the Supported Fiat Currency balance becomes negative for any reason, nCrypt may set-off the negative balance by using funds you maintain in your Bitcoin Cash or Bitcoin Core Wallet to the Supported Fiat Currency with the negative balance. nCrypt shall have no liability for any losses resulting from any currency or Bitcoin Cash or Bitcoin Core exchange.
- 9.7 Fraudulent Transactions. If nCrypt, in its discretion, determines a transaction (a “Fraudulent Transaction”) using the Services to be illegitimate or fraudulent at any time after the completion of such Fraudulent Transaction, whether immediately following completion of the Fraudulent Transaction or at any time thereafter, nCrypt reserves the right to debit, at any time after it has determined the transaction to be a Fraudulent Transaction, the amount of such Fraudulent Transaction plus applicable fees from any Available Balance in the Wallet of the nCrypt user who carried out such Fraudulent Transaction. nCrypt may also debit the Wallet of an nCrypt user in the amount of any proceeds realized from a Fraudulent Transaction or obtained utilizing funds realized from a Fraudulent Transaction, including without limitation proceeds realized from exchange spreads and Bitcoin Cash or Bitcoin Core pricing. nCrypt shall have no liability for any losses resulting from any currency or Bitcoin Cash or Bitcoin Core exchange resulting from this section 9.5.
- 9.8 Collections. If you do not promptly clear any negative balance in your Wallet, nCrypt may recover the funds required to bring your Wallet to a zero balance by any means necessary in its sole discretion, including initiating collection efforts to recover such amounts from you through a collections agency.
- 9.9 Security. To secure your performance of this Agreement and compliance with the terms and conditions herein contained, you hereby grant to nCrypt a lien on and security interest in and to the Available Balance in your Wallets in the possession of nCrypt.
10) MULTIPLE CURRENCIES AND EXCHANGE
- 10.1 Currency Exchange Rates. The exchange rates between a Supported Fiat Currency and Bitcoin Cash or Bitcoin Core is determined by a third party and is adjusted regularly based on market conditions. You acknowledge that the price or value of any Supported Fiat Currency or digital currency may fluctuate. nCrypt will charge a fee for any Exchange using the Services in an amount equal to an additional markup spread to the applicable market exchange rate as determined by nCrypt in its sole discretion. nCrypt reserves the right to adjust any exchange rate in its sole discretion. In the event that you are entitled to a refund or other payment by nCrypt, nCrypt shall have no liability for any losses resulting from a change in the applicable market exchange rate.
- 10.2 Bitcoin Cash or Bitcoin Core Exchange. You may use the Services to Exchange funds held in a Supported Fiat Currency to Bitcoin Cash or Bitcoin Core or to Exchange Bitcoin Cash or Bitcoin Core to a Supported Fiat Currency. You authorize nCrypt to initiate debits of Supported Fiat Currency from or payments of Supported Fiat Currency to your Wallet in settlement of Bitcoin Cash or Bitcoin Core purchase or sales transactions and to use the Exchange Service in settlement of Bitcoin Cash or Bitcoin Core Withdrawal transactions.
- 10.3 Exchange Limits. Your ability to exchange (Sell) Bitcoin Cash or Bitcoin Core to a Supported Fiat Currency or a Supported Fiat Currency to Bitcoin Cash or Bitcoin Core is subject to limits we may establish from time to time in our sole discretion.
11) ACCOUNT SUSPENSION AND TERMINATION
- 11.1 Suspension or Termination by nCrypt. We may, in our sole and absolute discretion, without liability of any kind to you or any third party, refuse to let you create an Account, suspend or terminate your Account or your ability to use one or more of the Services (including but not limited to your ability to Fund, Transfer or Withdraw Supported Fiat Currency or Bitcoin Cash or Bitcoin Core to or from your Account) without prior notice. For example, we may take such actions as a result of your failure to respond to customer support requests, your failure to provide information regarding your identity or if you are in violation of any of the terms and conditions of this Agreement. nCrypt will use reasonable efforts to expeditiously investigate an Account that is subject to any suspension. You acknowledge and agree that nCrypt is under no obligation to disclose the details of its risk management or security procedures to you in connection with any suspension or closure of your Account or for any other reason. If you have an Available Balance remaining in an Account which has been suspended or closed, you will be able to recover such funds, unless prohibited by law or a court order. nCrypt, in its discretion, will allow you to withdraw such Available Balance (whether comprised of Supported Fiat Currency or Bitcoin Cash or Bitcoin Core or both) to available methods within your jurisdiction or nCrypt will return the remaining Available Balance to you. We reserve the right to require you to provide further identifying information before processing such Withdrawal requests and to delay or prohibit such Withdrawal if we believe fraudulent or illegal activity has occurred. If you are unable to login to your Account, you will need to contact help@nCrypt.com to process such Withdrawal. This Agreement will remain enforceable against you while your access to one or more the Services is suspended and after it is terminated.
- 11.2 Termination by You. You may terminate this Agreement at any time by closing your Account. There is no charge or fee to close your Account. To close your Account, you must send an email to help@nCrypt.comrequesting your Account closure. Upon termination of this Agreement and closure of your Account, you remain liable for all transactions made while the Account was open.
- 11.3 Suspending Specific Transactions. We reserve the right to refuse to process or to cancel any pending transaction you seek to conduct to Fund, store, Exchange, Transfer and/or Withdraw any Supported Fiat Currency or Bitcoin Cash or Bitcoin Core as required by applicable law or in response to a subpoena, court order, or other binding governmental order or to enforce transaction limits.
12) WALLET MANAGEMENT
- 12.1 Wallet Balance. You are not required to maintain a balance of Supported Fiat Currency or Bitcoin Cash or Bitcoin Core in your Wallets.
- 12.2 Wallet Management – Supported Fiat Currency. If you maintain a balance of Supported Fiat Currency in your Wallet, nCrypt will combine your funds with the funds of other nCrypt users (collectively, “Pooled Funds”) in pooled accounts with one or more insured banks or financial institutions. nCrypt shall hold these pooled accounts for the benefit of nCrypt users collectively. You will not receive interest or other earnings on the funds that nCrypt holds on your behalf through pooled bank or financial institution accounts. As part of the consideration for your use of the Services, you irrevocably transfer and assign to nCrypt any ownership right that you may have in any interest that may accrue on funds held in these pooled accounts. This assignment applies only to interest earned on the Pooled Funds, and nothing in this Agreement grants nCrypt any ownership right to the principal of the Pooled Funds. nCrypt shall keep the Pooled Funds separate from its operational and corporate funds and shall not use any of the Pooled Funds for its operating expenses. In addition to or instead of earning interest on pooled bank or financial institution accounts, nCrypt may receive a reduction in fees or expenses charged for banking services by the banks or financial institutions in which the Pooled Funds are held in pooled accounts.
- 12.3 Wallet Management – Bitcoin Cash or Bitcoin Core. If you maintain a balance of Bitcoin Cash or Bitcoin Core in your Wallets, nCrypt will combine your Bitcoin Cash or Bitcoin Core with the Bitcoin Cash or Bitcoin Core of other nCrypt users (“Pooled Bitcoin Cash or Bitcoin Core”) in one or more pooled Bitcoin Cash or Bitcoin Core wallets. You will not receive interest or other earnings on the Bitcoin Cash or Bitcoin Core that nCrypt holds on your behalf through pooled Bitcoin Cash or Bitcoin Core wallets. nCrypt will not invest the Pooled Bitcoin Cash or Bitcoin Core on behalf of you or other nCrypt users. nCrypt shall keep the Pooled Bitcoin Cash or Bitcoin Core separate from its operational and corporate funds and shall not use any of the Pooled Bitcoin Cash or Bitcoin Core for its operating expenses. nCrypt reserves the right to apportion any loss of Bitcoin Cash or Bitcoin Core resulting from a hack of, or a cyber-attack on, the nCrypt Site among Account holders holding Bitcoin Cash or Bitcoin Core at the time of the hack or cyber-attack. Your Account is not covered by any government backed deposit insurance scheme.
- 12.4 Wallet Storage – Bitcoin Cash or Bitcoin Core. We securely store all Bitcoin Cash or Bitcoin Core private keys in our control and where applicable, in a combination of online and offline storage. From time to time, we may need to retrieve information that is offline. As a result, this can delay initiation or crediting for several days. We cannot always guarantee that a requested transaction will not be delayed and you agree that we are not responsible for any issues with respect to such delays.
- 12.5 Wallet Communications. By entering into this Agreement, you agree to receive electronic communications and notifications regarding the Services, including updates to this Agreement. This Agreement is provided to you and concluded in English. We will also communicate with you in English for all matters related to your use of our Services.
- 13.2 Inherent Risks. While we endeavour to take all reasonable steps to protect your personal information, we cannot guarantee the security of any data you disclose online. You accept the inherent security risks of providing information and dealing over the Internet.
- 13.3 Privacy of Others. If you receive information about another nCrypt user through our Services, you must keep the information confidential and only use it in connection with our Services. You may not disclose or distribute another nCrypt user’s information to a third party or use the information except as reasonably necessary to effect a transaction and other functions reasonably incidental thereto, unless you receive such other nCrypt user’s express consent to do so. You may not send unsolicited email to a user through our Services.
14) INTELLECTUAL PROPERTY RIGHTS
- 14.1 Limited License. nCrypt retains all right, title and interest (including all copyright, trademark, patent, trade secrets, and all other intellectual property rights) in the Services and all content on the nCrypt Site and the Services, including our trademarks, designs, logos, URLs and trade names that are displayed on the nCrypt Site, which we refer to in this Agreement collectively as the “nCrypt Materials”. nCrypt hereby grants you a limited, non-transferable, non-sublicensable and non-exclusive license to access and use the nCrypt Materials and to use our Services solely for the intended purposes as determined by nCrypt from time to time. Any other use of the nCrypt Site or Services is expressly prohibited and you agree that this Agreement does not grant you any rights in or licenses to the nCrypt Site or the Services, except for this express, limited license. Except as expressly authorized by nCrypt, you agree that you will not copy, transmit, distribute, sell, license, reverse engineer, create a derivative work of, modify, publish or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the content of the nCrypt Site or any part of the Services, in whole or in part. The license granted hereby will automatically terminate if we suspend or terminate your access to the Services.
- 14.2 Trademarks. “nCrypt” and the nCrypt logo are registered trademarks of nCrypt Financial..
- 14.3 Feedback. You acknowledge and agree that any materials, including but not limited to questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information, regarding nCrypt or the nCrypt Site or the Services (collectively, “Feedback”) that are provided by you, whether by email, posting to the nCrypt Site or otherwise, are not subject to any right of confidentiality, and will become the sole property of nCrypt. nCrypt will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
15) GENERAL USE
- 15.1 Account Security. You shall maintain the confidentiality of the password of your Account. If you share your password with others or allow others to discover and use your Account password, you are giving such persons access to the funds and information in your Account. You are solely responsible to nCrypt for all activities that occur within or through your Account. If you become aware of any unauthorized use of your password or of your Account, including any unauthorized transactions, you shall notify nCrypt immediately by email to help@nCrypt.com.
- 15.2 Authorized Use. When accessing or using the Services, you agree that you will do so in compliance with this Agreement and with applicable laws and regulations and will not commit any unlawful act, and that you are solely responsible for your conduct while using the Services. Without limiting the generality of the foregoing, you agree that you will not engage or assist any third party in engaging in any of the following:
- Provide false information during Account registration or identity verification or otherwise provide false, inaccurate or misleading information;
- Establish a Account on behalf of anyone other than yourself without proper consent or establish more than one Account;
- Link or attempt to link a financial instrument to your Account that you either do not own or are not authorized to use;
- Permit your Wallets to have a negative balance;
- Jeopardize the security of your Account or any information used to access your Account, including but not limited to username, password, or password hints, or the Account of any other person, or share or disclose your password to any other person;
- Any activity which would violate or assist in violation of any law, statute, ordinance, regulation, or sanctions programs administered in the countries where nCrypt conducts business, or which would involve proceeds of any unlawful activity;
- Use the Services to pay for, support or otherwise engage in any illegal activities, including but not limited to illegal gambling, fraud, money laundering, prostitution or terrorist activities;
- Publish, distribute or disseminate any unlawful material or information;
- Post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain the identity of any nCrypt user or the password, Account or private information of any nCrypt user;
- Any action which imposes an unreasonable or disproportionately large load on or overburdens nCrypt’s infrastructure, disrupts the Services or detrimentally interferes with, intercepts, or expropriates any system, data, or information;
- Transmit or upload any material to the nCrypt Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs;
- Attempt to gain unauthorized access to the nCrypt Site, other nCrypt accounts, computer systems or networks connected to the nCrypt Site, through password mining or any other means;
- Bypass or attempt to bypass any measure nCrypt may use to prevent or restrict access to the Services;
- Test or reverse-engineer the Services to seek to uncover system limitations, vulnerabilities or to evade filtering capabilities;
- Alter, disable, interfere with or circumvent any aspect of the Services;
- Use automated scripts or any other automated method to collect information from or otherwise interact with the nCrypt Site, including without limitation, using bots, spiders, or other automated information-gathering devices or programming routines to “mine” information displayed, register Accounts, perform transactions, interact with the nCrypt Site or any other activities that nCrypt considers inappropriate in its sole discretion;
- Use the Account information of another party to access or use the nCrypt Site, except in the case of specific applications which are specifically authorized by a user of the Services to access such user’s Account and information;
- Permit or authorize any other person or entity to use or access your Account or transfer your Account access or rights to your Account to a third party;
- Interfere with another individual’s or entity’s access to or use of any Service;
- Defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others;
- Incite, threaten, facilitate, promote, or encourage violent acts against others;
- Harvest or otherwise collect information from the nCrypt Site about others, including without limitation email addresses, without prior written consent of nCrypt;
- Any activity which operates to defraud nCrypt, nCrypt users, or any other person;
- Submit altered or falsified verification documents, or otherwise deceive or attempt to deceive nCrypt regarding your identity or other applicable information;
- Refuse to cooperate in an investigation or provide confirmation of your identity or any other information provided to or requested by nCrypt;
- Use your Account or the Services in a manner that nCrypt, Visa, MasterCard or any other electronic funds transfer network reasonably believes to be an abuse of the card system or a violation of card association or network rules;
- Take any action that may cause nCrypt to lose any of the services from its internet service providers, payment processors or other suppliers;
- Infringe or violate any copyright, trademark, right of privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; or
- Any use of any nCrypt intellectual property, name or logo, without prior written consent from nCrypt;
You agree that we may monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, ordinance, sanctions program, legal process or government request.
If we have reason to believe or suspect that you have engaged in or plan to engage in any unauthorized activity, nCrypt may take any action it deems appropriate including without limitation:
- Close, suspend or limit your access to your Account or functionality within your Account;
- Notify other nCrypt users who have transacted with you, your bank or credit card issuer, law enforcement or impacted third parties of your actions;
- Update inaccurate information you have provided to nCrypt;
- Refuse to provide Services to you in the future;
- Request information regarding your business, employment, the source of funds in your Wallet or the reason for you sending or receiving any funds out of or into your Wallet, which you agree to provide forthwith; or
- Seek any remedy available under applicable law, including specific performance, injunction and other equitable remedies.
- 15.3 Taxes. It is your sole responsibility to determine what, if any, taxes apply to any transactions you make or receive, and it is your responsibility to collect, report and remit any taxes to the appropriate tax authority. nCrypt is not responsible for determining whether any taxes apply to your transactions, or for collecting, reporting or remitting any taxes arising from any transactions.
- 15.4 Dormant Accounts.nCrypt deems a Account that has not been accessed in 12 months to be dormant. nCrypt reserves the right to restrict access to any dormant Account. To regain access to your Account after it has become dormant, contact help@nCrypt.com. nCrypt shall have the right in its sole discretion to refund to itself any Referral Bonus (as defined in section 16.2 hereunder) credited to a Account that subsequently becomes dormant.
- 15.5 Unclaimed Property. Applicable law may require nCrypt to report and/or remit, in accordance with unclaimed property laws, any Supported Fiat Currency and/or Bitcoin Cash or Bitcoin Core it is holding in custody for you after a specified period of inactivity by you with respect to your Account.
- 15.6 Export Controls. Not all of the products, services, information, material and content provided through the nCrypt Site are available in all jurisdictions outside of Canada. Please be aware of the laws of your country or that otherwise apply to you in relation to any of the matters described in the nCrypt Site. If you choose to access the nCrypt Site, you do so on your own initiative and are responsible for compliance with applicable local, national or international laws.
16) REWARDS PROGRAM
- 16.1 Rewards Program. All nCrypt users (for the purposes of this section 16, “Members”) in Canada may participate in a rewards program as described heroine (the “Rewards Program”).
- 16.2 Referral Bonus. For every Eligible Referral (as hereinafter defined) achieved, nCrypt will credit an amount of Supported Fiat Currency or Bitcoin Cash or Bitcoin Core as determined by nCrypt in its sole discretion from time to time (which shall be posted on the nCrypt Site) (the “Referral Bonus”) to the Wallet of the referring Member. The Member may be subject to nCrypt’s compliance or “know your client” obligations in respect of the Referral Bonus. The Referral Bonus is subject to the terms and conditions set out in this Agreement.
- 16.3 Eligible Referral. For the purposes of this section 16, “Eligible Referral” means an individual who has used your unique referral link (provided to you in an email from nCrypt or accessible through your Account or embedded in a referral email from nCrypt to the Eligible Member) to sign up for their own Account and has completed his or her profile, added funds to their Wallet, and exchanged those funds for either Bitcoin Cash or Bitcoin Core. A profile is complete when the Eligible Referral has provided his/her: legal first and last name; date of birth; present mailing address; and mobile number, and has set up his or her security authentication, and nCrypt has performed an assessment on and validated such profile and has deemed it to be complete.
- 16.4 Jurisdiction. An Eligible Referral must reside in Canada where nCrypt offers their Services.
- 16.5 Timing of Referral Bonus Credit. Any Referral Bonus will be credited to the Wallet of the Member as soon as the profile of the Eligible Referral is completed, funds have been added, and Bitcoin Cash or Bitcoin Core has been purchased as described in section 16.3.
- 16.6 Fraudulent Accounts. Notwithstanding anything else in this Agreement, if nCrypt in its sole discretion believes that any Account has been created fraudulently or in violation of the terms and conditions of this Agreement in attempt to earn a Referral Bonus, then nCrypt may suspend or terminate such Account. nCrypt may debit any Member’s Account for the amount of any Referral Bonuses received by a Member if nCrypt believes in its sole discretion that such Referral Bonuses were earned fraudulently or in violation of the terms and conditions of this Agreement.
- 16.7 Rewards Program Subject to Change. nCrypt reserves the right at its absolute discretion to vary, delete or add to any of these terms and conditions of the Reward Program, including suspending, modifying or withdrawing the Rewards Program at any time without notice.
- 16.8 Rewards Program Conditional. The entitlement of any Member to a Referral Bonus is conditional upon such Member’s Account not becoming dormant as described in section 15.4 hereunder.
17) ASSUMPTION OF RISK, LIMITATIONS ON LIABILITY & INDEMNITY
- 17.1 Assumption of Risk – General. You acknowledge and agree that nCrypt will not be responsible for any losses arising from communication failures, disruptions, errors, distortions or delays you may experience when using the Services, however caused. nCrypt assumes no responsibility for any losses relating directly or indirectly to any action or inaction you take in connection with the Services and you agree that you assume all risks associated with using the Services.
- 17.2 Assumption of Risk –Bitcoin Cash or Bitcoin Core Transactions. nCrypt has no control over, and makes no representations regarding the value of Bitcoin Cash or Bitcoin Core. You acknowledge and agree that the value of Bitcoin Cash or Bitcoin Core in not within the control of nCrypt, can change rapidly, increase or decrease unexpectedly, and potentially even fall to zero. You acknowledge that participation in the Bitcoin Cash or Bitcoin Core network involves a high risk. The Bitcoin Cash or Bitcoin Core network is operated by a decentralized network of independent third parties. You acknowledge and agree that nCrypt has no control over the Bitcoin Cash or Bitcoin Core network and therefore cannot and does not ensure that any transaction you submit using the Services whereby you Fund Bitcoin Cash or Bitcoin Core into your Account or Withdraw Bitcoin Cash or Bitcoin Core from your Account will be completed. A Bitcoin Cash or Bitcoin Core transaction using the Blockchain may be unconfirmed for a period of time and may never complete if it remains in a pending state. Funds associated with transactions in a pending state will not be included in your Bitcoin Cash or Bitcoin Core Wallet or available to conduct transactions. Once you have submitted a Bitcoin Cash or Bitcoin Core transaction request to the Blockchain using the Services, the Blockchain will automatically complete or reject the request and you will not be able to cancel or otherwise modify your transaction request. You acknowledge and agree that there are risks associated with using an Internet-based virtual currency service, including but not limited to, the risk of failure of hardware, software and Internet connections, the risk of malicious software introduction and the risk that third parties may obtain unauthorized access to information stored within your Account.
- 17.3 Bitcoin Cash or Bitcoin Core Digital Currency Protocols. The BTC and Bitcoin Cash networks are an open source protocol which anyone can use, copy, modify and distribute. By using the nCrypt Services, you acknowledge and agree that: (a) nCrypt is not responsible for operation of the underlying protocol of the Bitcoin Cash or Bitcoin Core network and that nCrypt makes no guarantee of its functionality, security, or availability; (b) the underlying protocol may be subject to sudden or unexpected changes in operating rules (“forks”); and (c) such forks may result in multiple versions of Bitcoin Cash or Bitcoin Core existing simultaneously, and may materially affect the value and function of the Bitcoin Cash or Bitcoin Core you store in your Account. We recommend that if a fork occurs, you refrain from sending or requesting any Bitcoin Cash or Bitcoin Core until the fork is completely resolved. In the event of a fork, you agree that: (a) nCrypt may temporarily suspend nCrypt Services (with or without advance notice to you) until nCrypt has determined in its sole discretion that such functionality can be restored and you acknowledge that during this downtime you will not have access to your Bitcoin Cash or Bitcoin Core Wallet; and (b) nCrypt may determine in its sole discretion which fork or forks of Bitcoin Cash or Bitcoin Core it will support and it shall be under no obligation to support (and may at any time cease supporting) any other forks or versions of Bitcoin Cash or Bitcoin Core. You acknowledge and agree that nCrypt assumes absolutely no responsibility whatsoever in respect of an unsupported fork or version of Bitcoin Cash or Bitcoin Core.
- 17.4 No Warranty. NCRYPT PROVIDES NO GUARANTEE AS TO THE PERFORMANCE OR THE UNINTERRUPTED AVAILABILITY OF THE NCRYPT SITE OR THE SERVICES. THE NCRYPT SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NCRYPT SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NCRYPT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE NCRYPT SITE, ANY PART OF THE SERVICES, OR ANY OF THE CONTENT CONTAINED THEREIN, WILL BE CONTINUOUS, UNINTERRUPTED, SECURE, TIMELY, COMPLETE OR ERROR-FREE. This provision shall survive the termination of this Agreement.
- 17.5 No Advice. nCrypt is not acting and cannot act as an advisor, including as to any financial, legal, investment, insurance or tax matters. Any information provided by nCrypt is for general information only. You are solely responsible for determining whether any contemplated transaction is appropriate for you.
- 17.6 Release of nCrypt. If you have a dispute with one or more users of nCrypt or third parties, you release nCrypt and its affiliates, and each of their directors, officers, employees, agents, consultants, partners, and licensors from any and all claims, demands, and damages (actual and consequential) of any kind and nature arising out of or in any way connected with such dispute.
- 17.7 Limitation of Liability. IN NO EVENT WILL NCRYPT, ITS PARENT, AFFILIATES AND SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONSULTANTS OR OTHER REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR AGGRAVATED DAMAGES, OR ANY OTHER LOSSES OR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF DATA OR THIRD PARTY CLAIMS, REGARDLESS OF THE CAUSE OF ACTION AND INCLUDING WITHOUT LIMITATION CLAIMS FOR BREACH OF CONTRACT, TORT, NEGLIGENCE OF NCRYPT OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE NCRYPT SITE, THE NCRYPT MATERIALS OR THE SERVICES, WHETHER OR NOT NCRYPT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ,INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM NCRYPT OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, HUMAN ERROR, COMMUNICATIONS FAILURE, THEFT, HACKING, CYBER ATTACK, CORRUPTED FILES, MISTYPED VIRTUAL CURRENCY WALLET ADDRESSES, DESTRUCTION OR UNAUTHORIZED ACCESS TO NCRYPT’S RECORDS, PROGRAMS OR THE NCRYPT SITE OR THE NEGLIGENCE OF NCRYPT OR ITS AGENTS OR EMPLOYEES. This provision shall survive the termination of this Agreement.
- 17.8 Computer Viruses. Without limiting anything contained in this Agreement, nCrypt shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from nCrypt. Always log into your Account through the nCrypt Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. This provision shall survive the termination of this Agreement.
- 17.9 Indemnification. To the fullest extent allowed by applicable law, you agree to indemnify, defend and hold nCrypt and its parent, affiliates, and subsidiaries, and each of their respective directors, officers, employees, agents, consultants, partners, and licensors, harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable legal and other professional fees and any losses, fines, fees, or penalties imposed by any regulatory authority) arising from or in any way related to your use of the Services, your violation of this Agreement, or your violation of any rights of any other person or entity. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we wish to settle such action or proceeding. This provision shall survive the termination of this Agreement.
- 17.10 Modifications to the Site. nCrypt reserves the right to modify or discontinue, temporarily or permanently, the nCrypt Site or any features or portions thereof without prior notices. You agree that nCrypt will not be liable for any modification, suspension or discontinuance of the nCrypt Site or any part thereof.
- 17.11 Website Accuracy. Although we intend to provide accurate and timely information on the nCrypt Site, the nCrypt Site and any content therein may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding our policies, products and the Services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the nCrypt Site are your sole responsibility and we shall have no liability for such decisions. Links to third-party materials (including without limitation websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the nCrypt Site.
- 17.12 Third Party Applications. If you grant permission to a third party to connect to your Account, either through such third party’s product or through the Services, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You acknowledge and agree that you will not hold nCrypt responsible for, and will indemnify nCrypt from, any liability arising from the actions or omissions of any third party in connection with the permissions you grant.
18) GENERAL PROVISIONS
- 18.1 Disputes. If a dispute arises between you and nCrypt:
- Contact us First. You agree to contact nCrypt before taking any further action. Our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly.
- Good Faith Attempts to Resolve. You and nCrypt each agree to make reasonable good faith efforts to settle any dispute, claim or controversy arising out of or relating to this Agreement by discussion and negotiation.
- 18.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada and the federal laws of Canada applicable therein (without regard to the conflicts of laws rules of the Province of British Columbia). Subject to the dispute resolution provisions of this Agreement in section 18.1, each of the parties hereby attorns to the non-exclusive jurisdiction of the courts in the Province of British Columbia, Canada and agrees that any action related to this Agreement must be brought in a court in the Province of British Columbia, Canada and waives any objection it has or may have in the future with respect to any of the foregoing.
- 18.3 No Waiver. nCrypt’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of that right or provision.
- 18.4 Severability. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid or unenforceable, you and nCrypt agree that the court or arbitrator should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. If the court or arbitrator cannot do so, then the parties agree that the court or arbitrator should strike the invalid or unenforceable provisions, and that the remaining provisions be given their full force and effect.
- 18.5 Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including without limitation, indemnities and limitations of liability, shall survive the termination or expiration of this Agreement.
- 18.6 Relationship of the Parties. nCrypt is an independent contractor, and this Agreement does not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and nCrypt. You acknowledge that nCrypt is not a bank or a trust company service. By using the Services, you appoint nCrypt as your agent to facilitate all transactions using the Services with respect to your Account.
- 18.7 Assignment. You may not assign any rights or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any nCrypt affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation of this section shall be null and void. Subject to this section, this Agreement will be binding upon the parties hereto and their respective heirs, administrators, personal representatives, successors and permitted assigns.
- 18.8 Headings. The captions and headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
- 18.9 Notices. Except for communications relating to unauthorized transactions pursuant to section 15.1 of this Agreement and a request to close your Account pursuant to section 11.2 of this Agreement, any notices to nCrypt shall be sent by email to help@nCrypt.com. nCrypt may provide notices to you in such manner as it determines in its sole discretion.