Terms of Service

LAST UPDATE OF THIS TERMS OF SERVICE - 11 October 2018

1. Introduction

This is a contract between you and Smartrade Exchange Services Inc. For the purpose of these terms of service Smartrade Exchange Services Inc will be referred to as “The Company”.

These Terms and Conditions (“Terms”) apply to any access to, or use of, any services made available using the website www.smartrade.com (“Site”), and to any other related services or materials provided by The Company (collectively “Services”). By accessing or using any Services, you agree to be bound by these Terms.

2. You accept the risks of trading

1. Trading or holding digital currency is inherently risky and the risk of loss can be substantial. You should therefore carefully consider whether trading or holding digital currency is suitable for you in light of your financial circumstances.

2.The fact that a digital currency is made available on the Site or in connection with the use of the Services is not to be construed as an express or implied representation by The Company of any kind, including endorsement, warranty, approval, or disapproval of the value, integrity, security, or operation of that digital currency.

3. By using our services, you represent and warrant that you:

3.1. acknowledge and accept the risks associated with trading and holding digital currencies;

3.2. acknowledge and accept that the price or value of digital currency is subject to extreme volatility. You therefore accept that there is an inherent risk that you may suffer losses as a result of your use of the Services to trade or hold digital currency;

3.3. understand and accept the risks associated with trading and holding digital currencies, and are responsible for conducting (and have conducted) your own independent research and analysis of the risks specific to the digital currencies you wish to trade or hold before using the Services;

4. have the necessary technical and financial skills to research, review, and evaluate the security, integrity, and function of any digital currency made available by using the Services that you decide to buy or sell;

5. acknowledge and accept that the Company does not, and cannot, undertake any oversight function with respect to any digital currency that may be traded on the Site;

6. have the requisite knowledge, experience, understanding, professional advice, and information to make your own evaluation of the merits and risks of any trade before using any of the Services;

7. acknowledge that you may be defrauded when using digital currencies and accept that the Company has no responsibility to compensate you or assist you to otherwise recover your losses in the event that fraud is committed against you by a third party, unless the Company, including its shareholders, directors, officers, employees, agents or representatives, is fraudulent or negligent in the supply of Services to you;

8. have sufficient financial resources to make any trade before using any of the Company's Services.

3. Your eligibility to use our Services

1. Our Services are intended solely for users who are 18 years old or older and who satisfy the criteria described in these Terms.

2. You represent and warrant that you:

2.1. are 18 years or older;

2.2. have not previously had your Smartrade Account suspended or terminated;

2.3. have full capacity, power and authority to agree to these Terms.

3. You may not use the Services if you are located in, or are a citizen or resident of any state, country, territory, or other jurisdiction that is on the list of countries which Canada has imposed sanctions on, or any other location where your use of the Services would otherwise violate any applicable law.

You represent and warrant that you are not a citizen or resident of any such jurisdiction and that you will not use any Services while located in any such jurisdiction. You also may not use the Services if you are located in, or a citizen or resident of, any other jurisdiction where the Company. has determined, at its discretion, to prohibit use of its Services. We have a list of Restricted Areas List where all the countries we do not accept customers from are listed. This list can be updated anytime by the Company. and it is your own responsibility to check if your country is included in it.

Restricted Areas List:

4. Unless the Company has approved you to use a Smartrade Account for trading on behalf of a corporation or other legal entity (an "Enterprise User"), you agree to use the Services including your Smartrade Account as your own personal account and not on behalf of any third party. If you use any Services on behalf of any Enterprise User, you agree to these Terms on behalf of both yourself and any such Enterprise User, and you represent and warrant that you have the authority to bind the Enterprise User to these Terms and that both you and the Enterprise User will be jointly and severally liable under these Terms for any violation of these Terms or any other act or omission by the Enterprise User or by you.

5. By using the Site and our Services you guarantee and agree that you are not individual or an entity listed on the Consolidated United Nations Security Council Sanctions List and the Consolidated Canadian Autonomous Sanctions List.

6. If you are from a country which has laws and regulations banning the use of cryptocurrencies, it is your own responsibility not to use our Services. You are fully responsible for not complying with such laws and regulations. In case your government decides to impose fees or sanctions on the Company. because you used our Services in contradiction to the laws of your country, you agree to cover all damages for the Company. caused by your actions. You agree to fully indemnify the Company for any other losses and liabilities caused by your illegal actions on the Site using our Services.

4. Modification of these Terms

1. The Company will try to give you at least 14 days prior notice of any change to these Terms that is likely to materially affect or disrupt the manner in which you use the Site, except in circumstances where such a change is due to an immediate need to restore or maintain security, or due to a change by a third party where the Company was not aware of the change in advance. In these circumstances, the Company will endeavour to notify you within a reasonable time after becoming aware of or making any necessary change.

2. The Company reserves the right to change and modify these terms of service in any time without prior notice to its clients.

3. If you do not agree to any modification of these terms you must stop using the Services.

5. Your account

1. So that you may use the Services, you are required to open and maintain an account ("Smartrade Account"). To open your Smartrade Account, you will be required, as part of the registration process, to provide certain personal information about yourself (such as your identification and contact details) which the Company. reasonably requires in order to comply with requirements under the Anti-Money Laundering Counter-Terrorism Financing Acts, FATF recommendations and other applicable anti-money laundering and counter-terrorism laws, regulations, rules and policies which apply to the Company(the "AML Requirements"). You acknowledge and agree that:

1.1. you will provide any information that the Company reasonably requires for the purposes of its obligations under the AML Requirements;

1.2. any information you provide will be accurate, correct, and you will continue to maintain that information as accurate and correct. All information provided as part of opening a Smartrade Account will be treated in accordance with the Company's privacy policy;

1.3. notwithstanding any other provision of these terms, the Company is not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any AML Requirements or economic or trade sanctions laws or regulations applicable to it.

2. You are responsible for maintaining the security and integrity of your own computers, software and digital interfaces, including the confidentiality of any login information associated with the Smartrade Account you use to access our Services, and you are responsible for any consequences, loss or damage that you may incur due to your failure to maintain security or integrity in your equipment or digital interfaces, or confidentiality in your personal details, including Smartrade Account information and login information.

3. If the security of your Smartrade Account has been compromised, you must promptly notify the Company of this in writing. Upon receipt of your written notice, the Company will take reasonable steps to protect your Smartrade Account including by suspending your account if necessary for that purpose.

4. The Company has a policy of not changing or amending an email address used to open, and linked to, a Smartrade Account. This is to protect your identity and your privacy. You will need to ensure the email address you use to open a Smartrade Account is an email address to which you will have continued access. Should it be necessary to amend the email address linked to your Smartrade Account, you will need to contact the Company directly.

5. If you are unable to access your Smartrade Account because you have lost or are unable to use your login information, the Company will not provide you with access to your Smartrade Account until you have provided verification of your ownership of the account by answering questions based on Smartrade Account information. The purpose of this verification process is to ensure that access to any Smartrade Account is only given to the rightful owner of that account.

6. Responsible Use and Conduct

1. By using the Site and accessing the Services, you agree to use the Services only for the purposes intended as permitted by these Terms, and any applicable laws and regulations.

2. You acknowledge and accept that:

2.1. accessing (or attempting to access) any of the Services by any means other than through the means the Company provide, is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Services through any automated, unethical or unconventional means;

2.2. engaging in any activity that disrupts or interferes with our Services, including the servers and/or networks on which our Services operate or are connected, is prohibited;

2.3. attempting to copy, duplicate, reproduce, sell, trade, or resell our Services, is prohibited;

2.4. you are responsible for any consequences, losses or damages that the Company may directly or indirectly incur as a consequence of any activity undertaken by you on, or through the use of, the Site or the Services, that is in breach of these Terms or any applicable law or regulation;

3. The Company may provide various open communication tools on the Site, such as blog comments, blog posts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc. You acknowledge and accept that, the Company. does not pre-screen or monitor the content posted by users of these various communication tools, which means that if you choose to use these tools to submit or receive any type of content on our Site, then it is your personal responsibility to use these tools in a lawful, responsible and ethical manner. By posting information or otherwise using any open communication tools as mentioned, you agree that you will not upload, post, share, or otherwise distribute any content that:

3.1. is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;

3.2. infringes on any trademark, patent, trade secret, copyright, or other proprietary right of any party;

3.3. contains any type of unauthorized or unsolicited advertising; or

3.4. impersonates any person or entity, including any of the Company’s employees or representatives;

4. The Company has the right at its sole discretion to remove any content that it believes in its judgment does not comply with these Terms, along with any content that the Company believes is otherwise offensive, harmful, objectionable, inaccurate, or violates any third party copyright or trademark. the Company is not responsible for any delay or failure in removing such content. If you post content that the Company chooses to remove, you hereby consent to such removal, and waive any claim you may have against the Company;

5. The Company does not assume any liability for any content posted by you or any third party user of its Site. From time to time, the Company may make third party website links and information available to you on its Site. the Company does not control, endorse, or adopt any third party content and shall have no responsibility for third party content, including without limitation material that may be false or misleading, incomplete, offensive, indecent, or otherwise objectionable;

6. In so far as information or content which is posted to the Company by third parties, and which may be downloaded from the Company is concerned, the Company makes no representation about the safety, security, accuracy or quality of that information or content and does not supply that material to you in connection with our Services to you. The Company is not liable for any damage or loss of data incurred by you or any other party which may result from the download of such third party content;

7. You warrant that any content posted by you on the Site does not infringe any third party intellectual property rights, and you grant to The Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to reproduce, modify, adapt, translate, publish, publicly display and/or distribute such content as it sees fit;

8. Should your digital currency split or fork or require some other form of modification or alteration, The Company will not perform or give effect to any split, fork, modification, or alteration on your behalf. You must withdraw the relevant digital currency from your Smartrade Account and complete the relevant process for such split, modification or alteration required to be made;

9. The Company may, in its discretion, attempt to correct, reverse, cancel any order, trade or transfer in the event that The Company discovers that there was an error in a trade or transfer, whether that error was by you, The Company or a third party. You authorise The Company to attempt that correction, reversal or cancellation as described. You acknowledge and accept that any such attempt may not be successful, and that The Company does not bear any liability for the error or any correction attempt;

10. You shall indemnify The Company against all losses, damages, claims, liability, expenses, payments or outgoings incurred by or awarded against The Company arising from:

10.1. any breach of these Terms; and

10.2. any act or omission by you (including any negligence, unlawful conduct or willful conduct) relating to these Terms or the use of your Smartrade Account;

11. Your liability to indemnify The Company shall be reduced to the extent that such loss or damage was caused or contributed to by any act, omission, direction or negligence of The Company including by its shareholders, directors, officers, employees, lawyers, agents, representatives, suppliers, or contractors;

12. The Company may, in its discretion, prevent you from immediately dealing with large amounts of digital currency that appear in your Smartrade Account. Should this occur, The Company will also contact you to confirm the provenance of, and your entitlement to, the digital currency. The Company will immediately release the currency to you on satisfaction that the currency has not been received in breach of any applicable laws, including laws relating to anti-money laundering and counter-terrorism financing, and that you are otherwise entitled to the currency; and

13. You warrant that you will not hold The Company responsible to recover or replace digital currency, or compensate you for direct or indirect losses in the event of a hostile takeover or illegitimate forking of a digital currency. In the event of a hostile takeover of a digital currency or an illegitimate forking of a digital currency, The Company is not required to but reserves the right to:

13.1. review the blockchain and its associated digital currency;

13.2. suspend your access to the Site, the Services and/or your Smartrade Account if you receive a deposit of digital currency that does not appear to be legitimate;

13.3. reverse any deposit of digital currency which is illegitimate; and

13.4. restore your access to the Site, the Services and/or your Smartrade Account once the deposit has been reversed from your Smartrade Account.

7. Smartrade's Obligations

1. Unless otherwise indicated in these Terms, The Company will not deal with digital currency in your Smartrade Account or digital currency that is otherwise held by The Company on your behalf without your express instructions to do so. When you make a trade using the Services, you acknowledge that your confirmation of the trade is an express instruction to The Company for this purpose.

2. The Company relies on third party service providers in connection with its Site. From time to time, faults, errors, and other issues may occur with such third party service providers, which may cause access to these third party services to become temporarily or permanently unavailable. To the extent that a third party service is not available, The Company will use its best endeavours to restore access or connectivity as soon as practicable.

3. Where access or connectivity cannot be restored within a reasonable time, or at all, The Company will notify you of the issue. The Company is not liable for a failure to restore access or connectivity where the third party service provider is responsible for that failure and/or the matter is not is within The Company's control.

8. Fees and Charges

1. The Company will charge you fees when a trade you have made is successfully realized. Fees are payable by both the buyer and the seller to a trade, calculated as 0.15% of the traded amount as follows:

1.1. Buyer's fee payable to The Company on a realized trade = amount traded plus 0.1%;

1.2. Seller's fee payable to The Company on a realized trade = amount traded less 0.1%.

2. The fees payable by you to The Company will be displayed to you at two separate times prior to the realization of any trade being:

2.1. the time when you first place an order for a trade (the pre-order stage); and

2.2. the time when you confirm the trade (the confirmation stage).

If you want to learn more about our fees, visit this page.

9. Privacy

Your privacy is very important to us. The Company has created a separate Privacy Policy in order to explain in detail how The Company collects, manages, processes, secures, and stores your private information. The Company's privacy policy forms part of these Terms. To read The Company's privacy policy in its entirety, click here.

10. Limitation of Warranties

1. Should you use Services from The Company which cost less than USD$35,000 certain guarantees apply to those Services. These guarantees apply regardless of any express warranties to which you may also be entitled under these Terms.

2. The Company guarantees that the Services are supplied with due care and skill, and any Services that The Company supplies are reasonably fit for their purpose.

3. The Company guarantees that its Services will be supplied to you within a reasonable time.

4. If the Services we supply fail to meet the above guarantees, you may have rights against us. This may include the right to a refund. In certain circumstances we may choose how we remedy our failure. In other circumstances, you may choose how the failure should be remedied.

11. Limitation of Liability

1. Subject to your statutory rights, the liability of The Company, its related bodies corporate and their respective shareholders, directors, officers, employees, lawyers, agents, representatives, suppliers or contractors arising out of or in connection with the Site, the Services, and/or any performance or non-performance of the Services, a breach of any one or more of the guarantees in connection with the Limitation of Warranties as explained above, or any other product, service or other item provided by or on behalf of The Company(including as a result of you providing inadequate or false personal information, incorrect wallet identification details, erroneous or false account information, or incorrect bank account details), whether arising under contract, statute, strict liability or other cause of action (including negligence and in equity) will not exceed:

1.1. the supplying of the Services again; or

1.2. the payment of the cost of having the Services supplied again.

12. Copyrights/Trademarks

All content and materials available on our Site, including but not limited to text, graphics, website name, code, images and logos are the intellectual property of The Company or open-source licensed, and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless specifically authorized by The Company.

13. Termination or Suspension of Use

1. You agree that The Company may suspend or terminate your access to the Site, the Services and/or your Smartrade Account in its absolute discretion if The Company forms a reasonable belief that you have engaged in conduct such as, and without limitation:

a) breaching the terms of this agreement;

b) breaching any law or legal right, including third party rights;

c) engaging in any illegal activity including using the Services to conduct or further any illegal activity;

d) engaging in fraudulent activity, including but not limited to any attempt by you to access or hack another user's account, or to impersonate The Company;

e) introducing any electronic malware or virus into the Site;

f) violating the chatroom rules posted in the chatroom, which may change from time and time;

g) behaving in an abusive or unreasonable way towards other users of the Services or The Company staff;

h) encouraging third parties to interact with the Services in any way without The Company's prior written consent.

2. If your Smartrade Account contains an anomaly such as a negative balance, an imbalance between what ought to be in your account and what is actually in your account, or an insufficient amount to pay our fees, your Smartrade Account may be suspended until the anomaly is resolved.

3. If you receive notice from The Company that your Smartrade Account has been suspended, your right to use the Services will immediately cease for a period being, at minimum, 72 hours, unless otherwise advised. Your Smartrade Account may then be terminated if an investigation shows that you have engaged in any of the conduct referred to in subclauses 13.1(b) - (e) above.

4. If you receive notice from The Company that your account has been terminated, your account will be immediately suspended if not already suspended and:

4.1. if the reason for your termination is because of conduct referred to in subclauses 13.1(a), (e) - (h), subject to any legal obligations imposed on The Company due to your conduct, The Company will refund the balance of your Smartrade Account to you, following which your Smartrade Account will be permanently deactivated; or

4.2. if the reason for your termination is because of conduct referred to in subclauses 13.1(b), (c) or (d) above, you will not be able to withdraw your funds. The Company may be obliged to cooperate with law enforcement agencies with respect to any digital currency in your Smartrade Account. Withdrawal may only be permissible following the conclusion of any investigation which may be undertaken.

5. If your Smartrade Account has a zero balance and has been inactive for a period of six months, the Company reserves the right to suspend your account. If The Company does not receive any communication from you, including via use of your account, for a period of twelve months, your account may be terminated.

6. You may voluntarily close your Smartrade Account at any time by:

6.1. withdrawing your funds; and/or

6.2. requesting that The Company close your Smartrade Account.

14. Governing Law

1. The Site is controlled by The Company. It can be accessed by most countries around the world. By accessing and using the Services on and associated with the Site, you agree that these Terms are governed by the laws of Canada.

2. You and The Company submit to the exclusive jurisdiction of the courts of Canada.

15. Guarantee

The Company does not offer any express warranties of any kind concerning the supply of the Services. Warranties offered by The Company are limited to those that are required by law.

16. Severability

Where any of these Terms are found to be invalid or unenforceable, those terms shall be severed from these Terms such that the balance of these Terms will remain in full force and effect.

17. Force Majeure

The Company takes no responsibility or liability for any failure or delay in performance of any of its Services, or any loss or damage that you may incur, due to any circumstance or event beyond The Company's control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment, or software malfunction.

18. Assignment

You may not assign or transfer any right to use the Services without the Company's prior written consent. The Company may assign or transfer any or all of its rights or obligations under these Terms, in whole or in part, by providing you with fourteen days' notice.

19. Headings

Headings are used in these Terms for convenience only and shall not be used to limit or construe these Terms.

20. Entire Agreement

These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Site or the Services. In the event of any conflict between these Terms and any other agreement you believe you may have with The Company, these Terms will govern any dispute unless the other agreement expressly states that the other agreement supersedes these Terms.

21. Contact Information

If you have any questions or comments about these Terms, you can contact us here.