Terms of Use

Last Updated: ​November 25, 2019

TETRA TERMS AND CONDITIONS OF USE

The terms are conditions that follow (“Terms”) form a legally binding contract between you and Tetra Trust Company (“Tetra”, “we”, “our”, or “us”). Please make sure you read it carefully.

Definitions

(a) “Tetra”, “we”, “us”, or “our” ​means Tetra Trust Company or any of its affiliates or Subsidiaries

(b) “Tetra Content” ​means any text, sound, graphics, trade-marks, service marks, logos, taglines, trade names and other material owned by us or our licensors and made available through the Services;

(c) ​“parties” ​means you and us;

(d) “Personal Information” ​has the meaning set out in the Privacy Policy;

(e) ​“Privacy Policy”​means the privacy policy which can be viewed at​ https://tetratrust.com/privacy-policy​;

(f) “Representatives”​ means us and our affiliates, business partners, licensors, agents, content providers (not including you), service providers, employees, personnel, officers, directors, and representatives;

(g) “Services” ​refers individually and collectively to the Tetra website, and any associated websites (collectively, the “Tetra Site”), Tetra custody services, the Tetra platform, and any software services provided by Tetra, as well as all written or electronic materials including software, data, text, audio, video, images, photos, graphics, or other content.

(h) “Submissions” ​means any unsolicited idea, suggestion or other material in any format;

(i) “Terms” ​means these Tetra Terms and Conditions of Use (including, for greater certainty, the Privacy Policy);

(j) “you” ​or ​”your” ​means (i) the individual, if the individual is licensing the Services for his or her personal use; or (ii) the corporation, institution, partnership, organization or other entity on whose behalf the individual accepting these Terms is acting;

(k) “your account” ​means the user account you must register for, in order to use certain Services; and

(l) “your content” ​means any text, sound, graphics, or other material which you post, upload, or otherwise share on or through the Services.

Your Acceptance of these Terms and Conditions

These Terms govern your use and access of our Services. “Services” refers individually and collectively to the Tetra website, including any associated websites (collectively, the “Tetra Site”), the Tetra platform and portal, and any custody services provided by Tetra, as well as all written or electronic materials including software, data, text, audio, video, images, photos, graphics, or other content (“​Tetra Content​”).

By accessing or using our Services you represent and warrant that you have the legal capacity to form a binding contract with us, and agree to be legally bound by these Terms in their entirety. You agree to have these Terms and any related information made available to you, and to otherwise have communications between you and us, occur electronically. ​If you do not agree to these Terms, you may not use the Services.

These Terms were last updated and are effective as of the dated first noted above. From time to time, and at our sole and absolute discretion, we may require you to agree to an amended version of these Terms by providing notice to you at least thirty (30) days in advance of effecting such amendment. If you do not agree with the amended version, you can choose to discontinue using the Services, and close your account before such amended version becomes effective.

In order to use the Services, and prior to us opening your account, you must first provide the required identification information, to our satisfaction, pursuant to our Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) compliance policy (“Anti-Money Laundering Policy”)​.

Privacy

We respect your right to privacy. All information that we may collect via the Services is subject to our Privacy Policy. The Privacy Policy is incorporated by reference into these Terms. By agreeing to these Terms you hereby agree and consent to our Privacy Policy.

Permitted Users, Licenses and Compliance with Laws

To use the Services, you must be at least 18 years of age or older and the age of majority in the jurisdiction in which you reside as of the time you use the Services.

The Services are intended for use from locations where such Services are legal. Any use by you of the Services from a location where the services are illegal is expressly prohibited.

Subject to these Terms, you are granted a non-exclusive, non-transferable, non-sub-licensable, revocable, limited right and license to use the Services, including the content therein and the services accessible through them solely for the purposes set out by the Services. You are also granted a limited, nonexclusive right to create a hyperlink to the Services, other than to those portions of the Services where registration is required. Other than as set out in this paragraph, nothing in these Terms gives you any licence, right, title, or ownership of, in, or to the Tetra Site or the Services.

Your conduct on Tetra is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority (the “Applicable Laws and Regulations”). You unequivocally agree and understand that by signing up and opening an account and using Tetrain any capacity, you agree and understand to act in compliance with and be legally bound by this Custody Agreement as well as the Applicable Laws and Regulations.

The Services may be used only for lawful purposes and in a lawful manner.

All rights not expressly granted to you are reserved by Tetra and, if applicable, its licensors.

Use of the Services may require internet and data access for which you shall be responsible and subject to your internet access provider terms and conditions of use. In no event shall Tetra be liable for any internet or data access fees or other charges incurred by you in connection with your use of the Services. Any such fees and charges shall be your sole responsibility.

The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Tetra is not responsible for any delays, delivery failures, or other damage resulting from such problems.

Copyright and Intellectual Property

All Tetra Content, the selection, compilation, arrangement and presentation of all materials, and the overall design of the Services are copyrighted by us or our licensors, and are protected by Canadian and international intellectual property laws. Use of the Tetra Content without our express prior written permission is strictly prohibited.

“Tetra”, “tetra.com”, the Tetra logo, and any other trade-marks used on the Services are trade-marks or registered trade-marks of Tetra or its licensors, in Canada and other countries. Our trade-marks may not be used in connection with any product or service without our express written permission.

Subject to any applicable law (and, in the case of Personal Information, the requirements of Section 3), any communications that you send or which are sent to you via the Services, whether solicited by us or otherwise, are on a non-confidential basis, and we are free to use and disclose the content of any such communication, including any ideas, inventions, concepts or know-how disclosed therein, for any purpose including developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in such communications (including copyright, trade-mark, patent, unfair competition, moral rights, or implied contract). If you send Submissions to us or the Services, you automatically grant to us and our successors and assigns a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or anyone else, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of us or our successors or assigns.

You waive all author’s moral rights in your content and Submissions (including the right to be associated with your content or Submission) upon submission, as well as the right to receive any financial or other consideration in connection with your content and Submissions.

Use Restrictions and Prohibited Conduct

When using the Services, you agree not to do any of the following:

a) Threaten others with violence;

b) Use hateful, abusive, harassing, libellous, or obscene language;

c) Post any material that infringes or violates any third party’s copyright, trade-mark, trade secret, privacy, or other proprietary or property right;

d) Copy any Tetra Content onto your own or any other website;

e) Post any material which promotes illegal activity, could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law or regulation or these Terms;

f) Use the Services to send spam, chain letters, junk mail, or any other type of unsolicited mass e-mail;

g) Use the Services to distribute viruses or other harmful, disruptive, or destructive files;

h) Use the Services in violation of Tetra’s or any third party’s intellectual property or other proprietary or legal rights;

i) Use or attempt to use another person’s account;

j) Disrupt or interfere with the security of, or otherwise abuse, the Services, or any servers or networks connected to the Services;

k) Attempt to obtain unauthorized access to the Services;

l) Impersonate another person;

m) Share with any minor any content or materials inappropriate for children, or allow any minor access to such materials;

n) Modify or make derivative works based upon the Services, or any portion thereof;

o) “Frame” or “mirror” any Tetra Content on any other server or wireless or Internet-based device; Reverse engineer or access the Services in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics from the Services, or (iii) copy any ideas, features, functions or graphics from the Services;

p) Copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of Services or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law); and

q) Use the Services to take advantage of any technical glitch, malfunction, failure, delay, default or security breach.

Your Account

Certain services provided through the Services may only be available to you upon registration for your account. By registering, you represent and warrant to Tetra that: (a) all information provided by you to us during the registration process is truthful, accurate and complete; and (b) you will comply with all terms and conditions of these Terms.

As a registered user, you agree to maintain and promptly update your registration data as necessary to keep it true, accurate, current and complete.

The Representatives will rely on the information you provide. You will be responsible for any and all loss, damage, or additional costs that the Representatives or others may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration or other information that you submit via the Services. You acknowledge that you are solely responsible for maintaining the confidentiality of your account credentials (including any user names, passwords or security tokens created or provided) and that you will be responsible for any loss resulting from any unauthorized use of your account. You agree to immediately notify us of any unauthorized use of your account. Similarly, you are responsible for verifying and maintaining the protection, security, and distribution of your account information, including account numbers, user names, and passwords.

All liability relating to password management resides with you and under no circumstances, including negligence or misconduct, will we be liable for any damages that result from the use of your account.

You can cancel your account at any time by submitting a support ticket.

We highly recommend you keep a secure backup of your password and any security credentials we provide to you in a safe and off-line environment. If you lose access to your account, you must go through our assisted account recovery procedure. If you want to start the assisted account recovery procedure, you must contact us by email ​support@tetra.com ​with your account username and a description of the situation that caused you to lose access.

Taxes

Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with the digital assets held in your account. If we have the legal obligation to pay or collect Taxes for which you are responsible, we shall invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. We are solely responsible for Taxes assessable against us based on our income, property and employees (“Tetra Taxes”). If applicable law requires you to withhold Tetra Taxes from your payment(s) to Tetra, you will provide reasonable assistance to Tetra in connection with such Tetra Taxes by: (a) promptly providing Tetra with valid tax receipts and other required documentation evidencing your payment of such Tetra Taxes; and (ii) assisting Tetra in filing applications to reduce such Tetra Taxes.

Your Acknowledgements

By using the Services, you agree and acknowledge that:

a) holding cryptocurrencies carries serious risks, including but not limited to unexpected increases or decreases in the value of such cryptocurrency potentially even dropping to zero;

b) we are not responsible for any consequences arising from false, incorrect, or incomplete information that you provide to us, including any incorrect cryptocurrency wallet address;

c) we do not own or control, and make no representations or warranties with respect to, the underlying technology of the cryptocurrencies you hold using the Services, including those technologies that govern their use;

d) the underlying technology of cryptocurrencies may suddenly change such that the new version is no longer compatible with existing versions or there is otherwise a permanent divergence of the blockchain (a “Fork”), which may impact the value, functionality, and other characteristics such as the name of the cryptocurrency and whether the Services are able to support the cryptocurrencies subject to a Fork. See out ​[Fork Policy] for further information;

e) we are not responsible for any consequences arising from a Fork including any losses you may suffer, and, in the event of a Fork, we may temporarily suspend the operation of the Services (with or without advance notice to you) and in our sole discretion decide whether or not to support the cryptocurrencies subject to the Fork;

f) you have a sophisticated understanding of technical and business matters relating to cryptocurrencies and blockchain technology to understand these Terms and to appreciate the risks and implications of using the Services;

g) we make no representations or warranties with respect to the cryptocurrencies available for custody with us and you are solely responsible for researching the cryptocurrencies you hold;

h) the cryptocurrencies you hold via the Services are not protected by any government insurance;

i) you waive your right to participate in a class action lawsuit or a class-wide arbitration against Tetra and/or the Representatives; and

j) you have obtained such legal and tax advice as you consider appropriate in connection with your use the Services.

Personal Information and Marketing

In addition to the collection, use, and disclosure of your Personal Information set out in the Privacy Policy, we may, with your consent, use your Personal Information to market our products and services to you, including by the use of electronic communications such as email, direct messaging, and text messaging, and through the use of telemarketing. You may withdraw your consent to such uses at any time.

Suspension and Termination

We reserve the right, to temporarily suspend or terminate your access to the Service at any time in our sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. For example, we may suspend or terminate your access to or use of the Service for: (a) the actual or suspected violation of these Terms; (b) the use of the Service in a manner that may cause Tetra to have legal liability or disrupt others’ use of the Service, and; (c) scheduled downtime and recurring downtime, or unplanned technical problems and outages.

Unacceptable Use

You will not, nor encourage or assist any third party to, (a) use any unauthorized means to gain access to the Service or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Tetra) to access or use the Service, or distribute instructions, software or tools for that purpose; (b) modify, alter, tamper with, repair or otherwise create derivative works of the Service; (c) interfere with or disrupt servers or networks used by Tetra to provide the Service; (d) damage, disable, overburden, or impair the Service (or any network connected to the Service); (e) use the account of another user at any time except by a mechanism provided by Tetra and authorized by such user; (f) use the Service to use the Service in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, any Tetra user guides and policies available via the Service (“Policies”); (g) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (h) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (i) advertise or promote a commercial product unless your account is subject to a separate contract governing that relationship and your compensation to Tetra. Tetra may determine, in its sole discretion, whether and what action to take in response to a claimed violation of these Terms, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint.

Disclaimers

The Services do not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unauthorized or unlawful.

Tetra does not control the trading value of cryptocurrencies and by using the Services you agree to keep Tetra free of any liabilities or losses, direct, indirect, special or consequential damages, however caused, induced by the market price variation of any asset for any reason.

Although Tetra tries to deliver you up to date market data such as quotes, order books, and charts the data is provided ‘as is’ without any guarantee of being the latest. The data may also have typographical errors, be incomplete and inaccurate. Tetra will try to correct those mistakes on a best effort basis but do not necessarily commit to do so.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE REPRESENTATIVES CANNOT AND DO NOT GUARANTEE, AND DO NOT MAKE ANY, AND, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, COVENANTS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING (1) ANY WARRANTY OF MERCHANTABILITY; (2) FITNESS FOR A PARTICULAR PURPOSE; (3) NON-INFRINGEMENT; (4) THAT THE SERVICES OR ANY CRYPTOCURRENCIES STORED USING THE SERVICES, WILL MEET YOUR REQUIREMENTS; (5) THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; AND (6) THAT ANY DEFECTS WITH THE SERVICES, IF ANY, WILL BE CORRECTED. YOU UNDERSTAND THAT ANY USE OF, MODIFICATION TO OR RELIANCE ON THE SERVICES, OR ANY CRYPTOCURRENCIES HELD VIA THE SERVICE, IS AT YOUR OWN DISCRETION AND RISK.

You are solely liable and responsible for any and all claims and demands made by any other person arising out of, in connection with, or relating to your use of the Services, your breach of these Terms, your violation or infringement of the rights of others, or your violation of any applicable civil or criminal law. Tetra and the Representatives disclaim any and all responsibility and liability regarding all such matters. You further agree that you are solely responsible for actions and communications undertaken or transmitted in the course of your usage of the Services, and that you will comply with all applicable law in respect of same. We may investigate occurrences which may involve violations of such laws, and may involve, and co- operate with, law enforcement authorities in prosecuting users who are involved in such violations. We reserve the right at all times to disclose any information (including your Personal Information) regarding your usage of the Services in each case as may be permitted or required by applicable law, including as necessary to satisfy any request authorized by applicable law.

Certain links on the Services may take you to other websites. We are not responsible for the content of any such linked pages and we make no representation or warranty regarding, and do not endorse or approve, any linked websites, the information appearing thereon or any of the products or services described. Your use of any such linked website is at your own risk.

No data transmission over the Internet can be guaranteed to be 100% secure and as a result, we cannot ensure or warrant the security of any information you transmit to us.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Limitations of Liability

UNDER NO CIRCUMSTANCES — INCLUDING NEGLIGENCE — SHALL TETRA OR THE REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES, RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE SERVICES; (2) THE USE OR THE INABILITY TO TRANSFER ANY CRYPTOCURRENCY HELD USING THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (5) LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF THE REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

YOU ACKNOWLEDGE THAT TETRA ACTS AS TRUSTEE FOR ALL OTHER REPRESENTATIVES WITH RESPECT TO ALL RIGHTS CONTEMPLATED HEREUNDER ARISING IN FAVOUR OF ANY REPRESENTATIVE. TETRA AGREES TO ACCEPT SUCH TRUST AND HOLD AND ENFORCE SUCH RIGHTS ON BEHALF OF EACH SUCH REPRESENTATIVE.

Indemnification

You agree to indemnify, defend, and hold harmless Tetra and the Representatives, from any and all claims and expenses, including legal fees, arising out of your use of the Services, including your violation of these Terms. We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations.

Right to Terminate

We may at any time without notice or liability decide to alter, amend, restrict, modify, or terminate the Services or any functionality or portion of the Services, all in our sole discretion, and you understand that there is no guarantee that the Services or any portion or functionality of it will continue to operate or be available for any particular period of time, including removing, adding, modifying, or changing the availability of, restricting access to, or imposing limits on any or all features on, or links to, the Services. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice, but confirm that we have no duty to do so.

If you breach any provision of these Terms, then you may no longer use the Services and you may have your account cancelled. We, in our discretion, shall determine whether these Terms have been violated. We may also cancel trading and withdrawal rights for any account where there is suspected unauthorised access or hacking.

We reserve the right to suspend or cancel your account without notice to you at any time for any reason, including if you are in default of your obligations with respect to the Services.

We may terminate these Terms with you at any time.

General

These Terms shall be governed by and construed in accordance with the laws of the province of Alberta, without giving effect to its conflict of law provisions. You agree that you will bring any claim or cause of action arising out of these Terms, your use of the Services in the courts located within Calgary, Alberta, and you also agree to submit to the personal and non-exclusive jurisdiction of those courts. If any provision contained in these Terms is determined unenforceable, then such provision will be severed and replaced with a new provision that most closely reflects the intent of the original provision, and the remaining provisions of these Terms will remain in full force and effect. No waiver of any provision of these Terms shall be effective except pursuant to a written instrument signed by us expressly waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms and/or your use of the Services. You may not assign any right, interest, or benefit provided under these Terms or the Services without our express prior written consent. These Terms set forth the entire agreement between you and us, and supersede any and all prior communications, agreements and proposals, whether electronic, oral or written, between you and us with respect to the Services. The parties have expressly required that these Terms and all other related documents be drawn up in the English language. Les parties ont expressément exigé que ces conditions d’utilisation et tous les documents qui s’y rapportent soient rédigés en anglais. Credit card processing will be billed by Tetra Trust Company and the charge will appear on your credit card statement as Tetra.com.

Contact

Tetra can be contacted by e-mail at support@tetra.com.