User Agreement

Last Updated: September 7, 2017

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 nTrust 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 “nTrust”, “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 “nTrust Site”), and any of our products, software and services offered through the nTrust Site or otherwise made available by nTrust or any of its affiliated or partner companies (collectively, the “Services”).

1) DEFINITIONS AND INTERPRETATION
  • 1.1 Definitions. As used in this Agreement, the following capitalized terms have the following meanings:
    1. Available Balance. With respect to a Cloud Account, the aggregate amount of any Supported Fiat Currency and Bitcoin in such Cloud Account at a given time that is immediately available for use.
    2. Bitcoin. A unit of the digital currency commonly known as “bitcoin”.
    3. Cloud Account. An online wallet accessible through the nTrust Site in which Supported Fiat Currencies and/or Bitcoin can be Funded, stored, Exchanged, Transferred and Withdrawn.
    4. Exchange. The action by which you convert a Supported Fiat Currency to another Supported Currency or to Bitcoin, or Bitcoin to a Supported Fiat Currency, using the Services.
    5. Fund. The action by which you credit your Cloud Account with a Supported Fiat Currency and/or Bitcoin using an external financial instrument(s), using the Services.
    6. Supported Fiat Currency. Any fiat currency supported by the nTrust Site. A list of Supported Fiat Currencies can be found at nTrust.com/fees.
    7. Transfer. The action, using the Services, by which you (a) send any amount of Supported Fiat Currency or Bitcoin to the Cloud Account of another nTrust user; or (b) receive into your Cloud Account any amount of Supported Fiat Currency or Bitcoin from the Cloud Account of another nTrust user.
    8. Withdraw. The action by which you debit from your Cloud Account an amount of Supported Fiat Currency or Bitcoin 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.
  • 2.3 Agreement. By registering a Cloud Account with nTrust or using any of the Services, you agree that you have read, understood and accept and agree to be bound by and comply with all of the terms and conditions contained in this Agreement, as well as our Privacy Policy which is incorporated into this Agreement by reference. If you do not agree to the terms and conditions contained in this Agreement, you must not use our Services.
  • 2.4 Jurisdiction. Your eligibility to access certain nTrust Services may depend on the country in which you reside. The list of nTrust Services accessible by country can be found at nTrust.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 nTrust Site so they it is accessible via a link on the home page or initial screen of the nTrust Site or providing you notice by email, and that your use of the nTrust 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 nTrust 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 Cloud Account.
4. nTrust Services
  • 4.1 Description of Services. Through the nTrust Site, you may establish a Cloud Account for the purpose of using one or more of the following Services, subject to availability in your jurisdiction (see nTrust.com/fees for a list of list of nTrust Services accessible by country):
    1. Cloud Account. You may Fund, store, Exchange, Transfer and Withdraw Supported Fiat Currency using your Cloud Account.
    2. Bitcoin Wallet. You may create a bitcoin wallet within your Cloud Account (a “Bitcoin Wallet”) to Fund, store, Exchange, Transfer and Withdraw Bitcoin.
    3. Conversion Services. You may Exchange some or all of the Supported Fiat Currency or Bitcoin that you have in your Cloud Account from time to time:
    4. from one Supported Fiat Currency to another Supported Fiat Currency;
    5. from a Supported Fiat Currency to Bitcoin; and
    6. from Bitcoin to a Supported Fiat Currency.
  • 4.2 Fees. nTrust charges fees for the Services in accordance with its fee schedule.  nTrust’s fee schedule and all fees for Services (including fees referenced throughout this Agreement) shall be posted for you to view at nTrust.com/fees. nTrust 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 nTrust.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 nTrust, you may discontinue using our Services and close your Cloud 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. CLOUD ACCOUNT REGISTRATION
  • 5.1 Single User Cloud Account. In order to use one or more of the Services, you must create a Cloud Account. You shall only create one Cloud Account. nTrust may, in its sole discretion, refuse to allow you to create a Cloud Account.
  • 5.2 Identity Authentication. You will provide nTrust with accurate, current and complete information about yourself as prompted by the Cloud Account registration process or as nTrust may, from time to time, request, and will keep such information updated. You authorize nTrust to make such inquiries that it considers necessary to validate your identity and you agree that nTrust may do so using third party service providers. If you fail to comply with any request of nTrust to provide nTrust with information regarding your identity as nTrust deems necessary to comply with its client identification and verification processes, nTrust may immediately suspend your Cloud Account even if there are pending or unsettled transactions. Notwithstanding nTrust’s client identification and verification processes, nTrust cannot and does not guarantee the identity of any user of the nTrust Site or the Services.
6. Funding your CLOUD account
  • 6.1 Funding your Cloud Account with Supported Fiat Currency. You may Fund your Cloud Account with Supported Fiat Currency by various means as indicated in the nTrust Site. Any fees charged by nTrust in connection with Funding are listed at nTrust.com/fees. Your financial institution may also charge fees in connection with Funding and any such fees shall be your sole responsibility and nTrust shall have no liability in connection therewith. Depending on your jurisdiction, you may not be able to use all Cloud Account Funding methods available through the Services. nTrust makes no representation as to the availability or continued availability of a given Funding method in a particular jurisdiction.
  • 6.2 Funding your Bitcoin Wallet. You may Fund your Bitcoin Wallet with Bitcoin by way of Exchange, Transfer or by receiving Bitcoin into your Cloud Account from a source outside of the nTrust Site.
  • 6.3 Delivery. When you Exchange (to purchase) or receive Bitcoin, nTrust will attempt to deliver Bitcoin to your Cloud Account as promptly as possible (subject to any delays or crediting that may occur as set forth in section 12.4 below concerning Cloud Account Storage – Bitcoin); however, funds will be debited from your selected payment method (such as Supported Fiat Currency in your Cloud Account) before Bitcoin is delivered to your Cloud Account. We will make best efforts to fulfill all transactions, but in the rare circumstance where nTrust cannot fulfill your Exchange order to acquire Bitcoin, we will notify you and seek your approval to fulfill the Exchange order at the contemporaneous buy price Exchange rate.When you Exchange (to sell) Bitcoin for Supported Fiat Currency, nTrust will attempt to deliver the Supported Fiat Currency to your Cloud Account 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 Cloud Account Storage – Bitcoin). However, there may be delays in delivering the Supported Fiat Currency to your Cloud Account if there is any delay associated with your Exchange transaction to sell Bitcoin.
  • 6.4 Funding Limitations. Available Funding methods may change from time to time depending on local jurisdiction availability and any limits that nTrust may impose on your Cloud Account in its sole discretion. To mitigate fraud and comply with anti-money laundering and anti-terrorist financing and best practices, nTrust may in its sole discretion, and you hereby authorize nTrust in its sole discretion, to impose on your Cloud Account any such limits as nTrust may determine or to place a hold on your ability to use any Supported Fiat Currency or Bitcoin in your Cloud Account. For illustrative purposes only, examples of limits that can be imposed by nTrust are as follows:
    1. a maximum amount of Supported Fiat Currency or Bitcoin permitted by nTrust to be Transferred to another nTrust user per transaction, per day or per month;
    2. a maximum amount of Supported Fiat Currency or Bitcoin permitted by nTrust to be Funded to a Cloud Account per transaction, per day or per month; and
    3. a maximum amount of Supported Fiat Currency or Bitcoin permitted by nTrust to be Withdrawn from a Cloud Account per transaction, per day or per month.
  • 6.5 Uncollected Funds. You shall provide accurate information as may be required by nTrust before Funding your Cloud Account. If you attempt to Fund your Cloud Account from a financial instrument and funds are not credited to your Cloud Account for any reason including without limitation because of insufficient funds in or available from such financial instrument, the financial instrument information you provided to nTrust is not accurate or the financial instrument is closed or does not exist, then you may be liable to nTrust and nTrust may require you to pay to nTrust a fee in such amount as may be determined by nTrust 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 Cloud Account and a Chargeback (as hereinafter defined) or stop payment is subsequently initiated on the funds to be credited to your Cloud Account, you shall be liable to nTrust and shall pay to nTrust a fee for such Chargeback or stop payment in such amount as may be determined by nTrust 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 nTRUST USERS
  • 7.1 Transferring Supported Fiat Currency to nTrust Users. If you Transfer an amount of Supported Fiat Currency to the Cloud Account of another nTrust user, nTrust will transfer such amount of Supported Fiat Currency to the Cloud Account of such nTrust user, provided such Cloud Account is active. If the Cloud Account of the recipient is under review or is closed, the transaction will not complete and the Supported Fiat Currency will not be Transferred.
  • 7.2 Transferring Bitcoin to nTrust Users. If you initiate a Transfer of Bitcoin from your Cloud Account to the Cloud Account of another nTrust user, nTrust will transfer such Bitcoin to the Cloud Account of such nTrust user, provided such Cloud Account is active, without using the decentralized Bitcoin network (the “Blockchain”). If such nTrust user has not created a Bitcoin Wallet within his or her Cloud Account or if such Cloud Account is under review or is closed, the transaction will not complete and the Bitcoin will not be transferred. By using the Services, you authorize nTrust to keep your Bitcoin in nTrust’s custody and authorize nTrust to effect Transfers of Bitcoin without using the Blockchain to verify the transaction.
  • 7.3 Referral Email. If you initiate a Transfer of Supported Fiat Currency or Bitcoin to a person who does not have a Cloud Account, nTrust may send such person a referral email inviting him or her to create a Cloud Account. If you initiate a Transfer of Bitcoin from your Cloud Account to the Cloud Account of another nTrust user and such nTrust user has not created a Bitcoin Wallet within his or her Cloud Account, nTrust may send such user a referral email inviting him or her to create a Bitcoin Wallet. You hereby authorize nTrust to include your full name in such referral email invitation as described in this section 7.3 and a statement that such email is being sent as a result of your referral of such person to nTrust.
  • 7.4 Disputes between nTrust Users. Should any dispute arise between any nTrust users with respect to any Transfer, nTrust may return the Supported Fiat Currency or Bitcoin that is the subject of such Transfer to the sender, and the nTrust users will be responsible for resolution of the dispute as between themselves. Notwithstanding the foregoing, nTrust will have discretion to resolve issues and disputes among nTrust users in its sole discretion as it sees fit.
8. WITHDRAWING FUNDS FROM YOUR CLOUD ACCOUNT
  • 8.1 Withdrawing from your Cloud Account. You may Withdraw Supported Fiat Currency from your Cloud Account by various means as indicated in the nTrust Site. Any fees charged by nTrust in connection with any Withdrawal are listed at nTrust.com/fees. Your financial institution may also charge fees in connection with a Withdrawal and any such fees shall be your sole responsibility and nTrust shall have no liability in connection therewith. Depending on your jurisdiction, you may not be able to use all Cloud Account Withdrawal methods available through the Services. nTrust 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 nTrust before Withdrawing from your Cloud Account. If you attempt to Withdraw funds from your Cloud Account to a financial instrument and the funds are returned for any reason including without limitation because the financial instrument information you provided to nTrust is not accurate or the financial instrument is closed or does not exist, then you may be liable to nTrust and nTrust may require you to pay a fee in such amount as may be determined by nTrust in its sole discretion in addition to any fees charged by the corresponding financial institution.
  • 8.3 Transferring Bitcoin Outside the nTrust Site. You may transfer Bitcoin to a destination outside of the nTrust Site by inputting the recipient’s Bitcoin address.  You should verify the recipient’s Bitcoin address and all other transaction information and instructions before submitting a Bitcoin Withdrawal request to us.  If you complete a Bitcoin Withdrawal request using the Services, you authorize nTrust to submit your transaction request to the Blockchain in accordance with the instructions you provide through the Services. nTrust shall not be liable for any error made by the nTrust user in inputting the recipient’s Bitcoin address or other transaction information. It is important to note that you cannot cancel a Bitcoin Withdrawal or transfer once you have confirmed the Bitcoin Withdrawal or transfer.
9. Reversals and negative balances
  • 9.1 Reversals; Cancellations; No Refunds for Bitcoin Purchases. You cannot cancel, reverse, or change any Bitcoin transaction to marked as complete or pending, and therefore you cannot obtain a refund for any transaction for purchase of Bitcoin that has been marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorize nTrust, in its sole discretion, either to cancel the transaction or to debit your other payment methods, including your Cloud Account balances or other linked financial institution accounts, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, NSF, or similar fees charged by your payment provider. nTrust reserves the right to refuse to process, or to cancel or reverse, any purchases or sales of Bitcoin in its sole discretion, even after funds have been debited from your Cloud Account, if nTrust 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 nTrust reasonably suspects that the transaction is erroneous; or if nTrust suspects the transaction relates to any use prohibited by this Agreement. In such instances, nTrust will reverse the transaction and we are under no obligation to allow you to reinstate a purchase or sale order for Bitcoin at the same price or on the same terms as the cancelled transaction. Notwithstanding the foregoing, when there are disputes between nTrust users concerning any Transfer of Supported Fiat Currency or Bitcoin between the nTrust users, nTrust will return the Supported Fiat Currency or Bitcoin that is the subject of such Transfer to the sender, as set forth in section 7.4 of this Agreement.
  • 9.2 Liability for Reversed or Invalid Transfers. If you receive a Transfer of Supported Fiat Currency or Bitcoin from another nTrust user (in this section 9, the “Sending User”) to your Cloud Account, you and the Sending User are jointly and severally liable to nTrust for the total amount of the Transfer, plus any applicable fees, if the Transfer is subsequently invalidated or reversed. If a Transfer is invalidated or reversed for any reason:
    1. nTrust will first attempt to recover the total amount of the Transfer from the Sending User. If the Available Balance in the Sending User’s Cloud Account is less than the total amount of the Transfer plus any applicable fees, nTrust may in its sole discretion place a temporary hold on that portion of the Available Balance in your Cloud Account 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 Cloud Account (the “Balance Owed”).
    2. If nTrust is unable to recover the full amount of the Transfer plus any applicable fees from the Sending User, nTrust may in its sole discretion debit your Cloud Account by an amount equal to the Balance Owed. If the Available Balance in your Cloud Account is less than the Balance Owed, nTrust may remove the total Available Balance in your Cloud Account and place your Cloud Account in a negative balance in an amount equal to the difference between the Available Balance in your Cloud Account less the Balance Owed.
  • 9.3 Set-Off of Amounts Owed to nTrust. If you are liable for any amounts to nTrust, you agree that nTrust may recover such amounts by debiting your Cloud Account. If the Available Balance in your Cloud Account is less than the amount of any liability to nTrust, nTrust may remove the total Available Balance in your Cloud Account and place your Cloud Account in a negative balance in an amount equal to difference between Available Balance in your Cloud Account less the amount of your liability to nTrust.
  • 9.4 Negative Balance. If at any time you have a negative balance in your Cloud Account, you shall immediately transfer funds into your Cloud Account to eliminate the negative balance. In addition, nTrust may set off the negative balance with any funds that you subsequently receive or deposit into your Cloud Account including without limitation Bitcoin. If you have balances of multiple Supported Fiat Currency in your Cloud Account and one of the Supported Fiat Currency balances becomes negative for any reason, nTrust may set-off the negative balance by using funds you maintain in a different Supported Fiat Currency or by converting Bitcoin you hold in your Bitcoin Wallet to the Supported Fiat Currency with the negative balance. nTrust shall have no liability for any losses resulting from any currency or bitcoin exchange.
  • 9.5 Fraudulent Transactions. If nTrust, 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, nTrust 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 Cloud Account of the nTrust user who carried out such Fraudulent Transaction. nTrust may also debit the Cloud Account of an nTrust 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 pricing. nTrust shall have no liability for any losses resulting from any currency or bitcoin exchange resulting from this section 9.5.
  • 9.6 Collections. If you do not promptly clear any negative balance in your Cloud Account, nTrust may recover the funds required to bring your Cloud Account 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.
  • 9.7 Security. To secure your performance of this Agreement and compliance with the terms and conditions herein contained, you hereby grant to nTrust a lien on and security interest in and to the Available Balance in your Cloud Account in the possession of nTrust.
10. Multiple currencies and exchange
  • 10.1 Maintaining Balances in Multiple Supported Fiat Currencies. You are solely responsible for all risks associated with maintaining a balance of funds in your Cloud Account in multiple Supported Fiat Currencies, including any foreign exchange risk.
  • 10.2 Currency Exchange Rates. The exchange rates between each of the Supported Fiat Currencies and between a Supported Fiat Currency and Bitcoin 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. nTrust 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 nTrust in its sole discretion. nTrust 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 nTrust, nTrust shall have no liability for any losses resulting from a change in the applicable market exchange rate.
  • 10.3 Bitcoin Exchange. You may use the Services to Exchange funds held in a Supported Fiat Currency to Bitcoin or to Exchange Bitcoin to a Supported Fiat Currency. You must create a Bitcoin Wallet in your Cloud Account in order to do so. You authorize nTrust to initiate debits of Supported Fiat Currency from or payments of Supported Fiat Currency to your Cloud Account in settlement of Bitcoin purchase or sales transactions and to use the Exchange Service in settlement of Bitcoin Withdrawal transactions.
  • 10.4 Exchange Limits. Your ability to Exchange Bitcoin to a Supported Fiat Currency or a Supported Fiat Currency to Bitcoin is subject to limits we may establish from time to time in our sole discretion.
11. Cloud Account Suspension and Termination
  • 11.1 Suspension or Termination by nTrust. We may, in our sole and absolute discretion, without liability of any kind to you or any third party, refuse to let you create a Cloud Account, suspend or terminate your Cloud 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 to or from your Cloud 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. nTrust will use reasonable efforts to expeditiously investigate a Cloud Account that is subject to any suspension. You acknowledge and agree that nTrust 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 Cloud Account or for any other reason. If you have an Available Balance remaining in a Cloud Account which has been suspended or closed, you will be able to recover such funds, unless prohibited by law or a court order. nTrust, in its discretion, will allow you to withdraw such Available Balance (whether comprised of Supported Fiat Currency or Bitcoin or both) to available methods within your jurisdiction or nTrust 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 Cloud Account, you will need to contact [email protected] 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 Cloud Account.  There is no charge or fee to close your Cloud Account.  To close your Cloud Account, you must send an email to [email protected] requesting your Cloud Account closure. Upon termination of this Agreement and closure of your Cloud Account, you remain liable for all transactions made while the Cloud 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 as required by applicable law or in response to a subpoena, court order, or other binding governmental order or to enforce transaction limits.
12. CLOUD ACCOUNT MANAGEMENT
  • 12.1 Cloud Account Balance. You are not required to maintain a balance of Supported Fiat Currency or Bitcoin in your Cloud Account.
  • 12.2  Cloud Account Management – Supported Fiat Currency. If you maintain a balance of Supported Fiat Currency in your Cloud Account, nTrust will combine your funds with the funds of other nTrust users (collectively, “Pooled Funds”) in pooled accounts with one or more insured banks or financial institutions. nTrust shall hold these pooled accounts for the benefit of nTrust users collectively. You will not receive interest or other earnings on the funds that nTrust 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 nTrust 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 nTrust any ownership right to the principal of the Pooled Funds. nTrust 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, nTrust 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 Cloud Account Management – Bitcoin. If you maintain a balance of Bitcoin in your Cloud Account, nTrust will combine your Bitcoin with the Bitcoin of other nTrust users (“Pooled Bitcoin”) in one or more pooled bitcoin wallets. You will not receive interest or other earnings on the Bitcoin that nTrust holds on your behalf through pooled bitcoin wallets.  nTrust will not invest the Pooled Bitcoin on behalf of you or other nTrust users.  nTrust shall keep the Pooled Bitcoin separate from its operational and corporate funds and shall not use any of the Pooled Bitcoin for its operating expenses. nTrust reserves the right to apportion any loss of Bitcoin resulting from a hack of, or a cyber-attack on, the nTrust Site among Cloud Account holders holding Bitcoin at the time of the hack or cyber-attack. Your Cloud Account is not covered by any government backed deposit insurance scheme.
  • 12.4 Cloud Account Storage – Bitcoin. We securely store all Bitcoin 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 Account 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. Privacy
  • 13.1 Privacy Policy. Please review our Privacy Policy at nTrust.com/privacy-policy, the terms of which are incorporated into this Agreement by reference.
  • 13.2 Inherent Risks. While we endeavor 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 nTrust 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 nTrust 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 nTrust 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. nTrust 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 nTrust Site and the Services, including our trademarks, designs, logos, URLs and trade names that are displayed on the nTrust Site, which we refer to in this Agreement collectively as the “nTrust Materials”. nTrust hereby grants you a limited, non-transferable, non-sublicensable and non-exclusive license to access and use the nTrust Materials and to use our Services solely for the intended purposes as determined by nTrust from time to time. Any other use of the nTrust Site or Services is expressly prohibited and you agree that this Agreement does not grant you any rights in or licenses to the nTrust Site or the Services, except for this express, limited license. Except as expressly authorized by nTrust, 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 nTrust 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. “nTrust” and the nTrust cloud logo are registered trademarks of nCrypt Financial and Fenris Ventures Corp. (in the Philippines) and Cloud Money™ is a registered trademark 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 nTrust or the nTrust Site or the Services (collectively, “Feedback”) that are provided by you, whether by email, posting to the nTrust Site or otherwise, are not subject to any right of confidentiality, and will become the sole property of nTrust. nTrust 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 Cloud Account. If you share your password with others or allow others to discover and use your Cloud Account password, you are giving such persons access to the funds and information in your Cloud Account. You are solely responsible to nTrust for all activities that occur within or through your Cloud Account. If you become aware of any unauthorized use of your password or of your Cloud Account, including any unauthorized transactions, you shall notify nTrust immediately by email to [email protected].
  • 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:
    1. Provide false information during Cloud Account registration or identity verification or otherwise provide false, inaccurate or misleading information;
    2. Establish a Cloud Account on behalf of anyone other than yourself without proper consent or establish more than one Cloud Account;
    3. Link or attempt to link a financial instrument to your Cloud Account that you either do not own or are not authorized to use;
    4. Permit your Cloud Account to have a negative balance;
    5. Jeopardize the security of your Cloud Account or any information used to access your Cloud Account, including but not limited to username, password, or password hints, or the Cloud Account of any other person, or share or disclose your password to any other person;
    6. Any activity which would violate or assist in violation of any law, statute, ordinance, regulation, or sanctions programs administered in the countries where nTrust conducts business, or which would involve proceeds of any unlawful activity;
    7. 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;
    8. Publish, distribute or disseminate any unlawful material or information;
    9. Post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain the identity of any nTrust user or the password, Cloud Account or private information of any nTrust user;
    10. Any action which imposes an unreasonable or disproportionately large load on or overburdens nTrust’s infrastructure, disrupts the Services or detrimentally interferes with, intercepts, or expropriates any system, data, or information;
    11. Transmit or upload any material to the nTrust Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs;
    12. Attempt to gain unauthorized access to the nTrust Site, other nTrust accounts, computer systems or networks connected to the nTrust Site, through password mining or any other means;
    13. Bypass or attempt to bypass any measure nTrust may use to prevent or restrict access to the Services;
    14. Test or reverse-engineer the Services to seek to uncover system limitations, vulnerabilities or to evade filtering capabilities;
    15. Alter, disable, interfere with or circumvent any aspect of the Services;
    16. Use automated scripts or any other automated method to collect information from or otherwise interact with the nTrust Site, including without limitation, using bots, spiders, or other automated information-gathering devices or programming routines to “mine” information displayed, register Cloud Accounts, perform transactions, interact with the nTrust Site or any other activities that nTrust considers inappropriate in its sole discretion;
    17. Use the Cloud Account information of another party to access or use the nTrust Site, except in the case of specific applications which are specifically authorized by a user of the Services to access such user’s Cloud Account and information;
    18. Permit or authorize any other person or entity to use or access your Cloud Account or transfer your Cloud Account access or rights to your Cloud Account to a third party;
    19. Interfere with another individual’s or entity’s access to or use of any Service;
    20. 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;
    21. Incite, threaten, facilitate, promote, or encourage violent acts against others;
    22. Harvest or otherwise collect information from the nTrust Site about others, including without limitation email addresses, without prior written consent of nTrust;
    23. Any activity which operates to defraud nTrust, nTrust users, or any other person;
    24. Submit altered or falsified verification documents, or otherwise deceive or attempt to deceive nTrust regarding your identity or other applicable information;
    25. Refuse to cooperate in an investigation or provide confirmation of your identity or any other information provided to or requested by nTrust;
    26. Use your Cloud Account or the Services in a manner that nTrust, 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;
    27. Take any action that may cause nTrust to lose any of the services from its internet service providers, payment processors or other suppliers;
    28. 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
    29. Any use of any nTrust intellectual property, name or logo, without prior written consent from nTrust;

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, nTrust may take any action it deems appropriate including without limitation:

  1. Close, suspend or limit your access to your Cloud Account or functionality within your Cloud Account;
  2. Notify other nTrust users who have transacted with you, your bank or credit card issuer, law enforcement or impacted third parties of your actions;
  3. Update inaccurate information you have provided to nTrust;
  4. Refuse to provide Services to you in the future;
  5. Request information regarding your business, employment, the source of funds in your Cloud Account or the reason for you sending or receiving any funds out of or into your Cloud Account, which you agree to provide forthwith; or
  6. 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. nTrust 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. nTrust deems a Cloud Account that has not been accessed in 12 months to be dormant. nTrust reserves the right to restrict access to any dormant Cloud Account. To regain access to your Cloud Account after it has become dormant, contact [email protected]. nTrust 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 Cloud Account that subsequently becomes dormant.
  • 15.5 Unclaimed Property. Applicable law may require nTrust to report and/or remit, in accordance with unclaimed property laws, any Supported Fiat Currency and/or Bitcoin it is holding in custody for you after a specified period of inactivity by you with respect to your Cloud Account.
  • 15.6 Export Controls. Not all of the products, services, information, material and content provided through the nTrust 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 nTrust Site. If you choose to access the nTrust 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 nTrust 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, nTrust will credit an amount of Supported Fiat Currency or Bitcoin as determined by nTrust in its sole discretion from time to time (which shall be posted on the nTrust Site) (the “Referral Bonus”) to the Cloud Account of each of the Member and the Eligible Referral. The Member may be subject to nTrust’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 nTrust or accessible through your Cloud Account or embedded in a referral email from nTrust to the Eligible Member) to sign up for their own Cloud Account and has completed his or her profile. 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 nTrust 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 a country in which nTrust offers the Services. A list of countries in which nTrust offers the Services can be found at nTrust.com/fees.
  • 16.5 Timing of Referral Bonus Credit. Any Referral Bonus will be credited to the Cloud Account of each of the Member and the Eligible Referral as soon as the profile of the Eligible Referral is completed, as described in section 16.3.
  • 16.6 Fraudulent Cloud Accounts. Notwithstanding anything else in this Agreement, if nTrust in its sole discretion believes that any Cloud Account has been created fraudulently or in violation of the terms and conditions of this Agreement in attempt to earn a Referral Bonus, then nTrust may suspend or terminate such Cloud Account.  nTrust may debit any Member’s Cloud Account for the amount of any Referral Bonuses received by a Member or Eligible Referral if nTrust 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. nTrust 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 Cloud 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 nTrust 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. nTrust 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 Transactions. nTrust has no control over, and makes no representations regarding the value of Bitcoin. You acknowledge and agree that the value of Bitcoin in not within the control of nTrust, can change rapidly, increase or decrease unexpectedly, and potentially even fall to zero. You acknowledge that participation in the Bitcoin network involves a high risk. The Bitcoin network is operated by a decentralized network of independent third parties. You acknowledge and agree that nTrust has no control over the Bitcoin network and therefore cannot and does not ensure that any transaction you submit using the Services whereby you Fund Bitcoin into your Cloud Account or Withdraw Bitcoin from your Cloud Account will be completed. A Bitcoin 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 Wallet or available to conduct transactions.  Once you have submitted a Bitcoin 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 Cloud Account.
  • 17.3 Bitcoin Digital Currency Protocols. The Bitcoin network is an open source protocol which anyone can use, copy, modify and distribute. By using the nTrust Services, you acknowledge and agree that: (a) nTrust is not responsible for operation of the underlying protocol of the Bitcoin network and that nTrust 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 existing simultaneously, and may materially affect the value and function of the Bitcoin you store in your Cloud Account. We recommend that if a fork occurs, you refrain from sending or requesting any Bitcoin until the fork is completely resolved. In the event of a fork, you agree that: (a) nTrust may temporarily suspend nTrust Services (with or without advance notice to you) until nTrust 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 Wallet; and (b) nTrust may determine in its sole discretion which fork or forks of Bitcoin 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. You acknowledge and agree that nTrust assumes absolutely no responsibility whatsoever in respect of an unsupported fork or version of Bitcoin.
  • 17.4  No Warranty. NTRUST PROVIDES NO GUARANTEE AS TO THE PERFORMANCE OR THE UNINTERRUPTED AVAILABILITY OF THE NTRUST SITE OR THE SERVICES. THE NTRUST 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, NTRUST SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NTRUST DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE NTRUST 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. nTrust is not acting and cannot act as an advisor, including as to any financial, legal, investment, insurance or tax matters. Any information provided by nTrust is for general information only. You are solely responsible for determining whether any contemplated transaction is appropriate for you.
  • 17.6 Release of nTrust. If you have a dispute with one or more users of nTrust or third parties, you release nTrust 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 NTRUST, 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 NTRUST OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE NTRUST SITE, THE NTRUST MATERIALS OR THE SERVICES, WHETHER OR NOT NTRUST 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 NTRUST 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 NTRUST’S RECORDS, PROGRAMS OR THE NTRUST SITE OR THE NEGLIGENCE OF NTRUST 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, nTrust 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 nTrust. Always log into your Cloud Account through the nTrust 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 nTrust 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. nTrust reserves the right to modify or discontinue, temporarily or permanently, the nTrust Site or any features or portions thereof without prior notices. You agree that nTrust will not be liable for any modification, suspension or discontinuance of the nTrust Site or any part thereof.
  • 17.11 Website Accuracy. Although we intend to provide accurate and timely information on the nTrust Site, the nTrust 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 nTrust 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 nTrust Site.
  • 17.12 Third Party Applications. If you grant permission to a third party to connect to your Cloud 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 nTrust responsible for, and will indemnify nTrust 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 nTrust:
    1. Contact us First. You agree to contact nTrust 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.
    2. Good Faith Attempts to Resolve. You and nTrust 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. nTrust’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 nTrust 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. nTrust is an independent contractor, and this Agreement does not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and nTrust. You acknowledge that nTrust is not a bank or a trust company service. By using the Services, you appoint nTrust as your agent to facilitate all transactions using the Services with respect to your Cloud 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 nTrust 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 Cloud Account pursuant to section 11.2 of this Agreement, any notices to nTrust shall be sent by email to [email protected]. nTrust may provide notices to you in such manner as it determines in its sole discretion.