Terms & Conditions

Acceptance of Terms of Use

The Done.com website, its derivative or related pages and its mobile site or mobile application (together, the "Site") are owned and operated by Done.com Inc. ("Done.com", "us", "we" or other similar terms). By using the Site and the services available to you through the Site (the "Services"), you agree to be bound by all terms and conditions contained in these Terms of Use (the "TOU") with respect to your use of the Site and the Services.

Please read the TOU carefully before accessing the site.

If you do not agree with the terms and conditions of the TOU at any time, please do not access the Site and discontinue your use of the Services.

We reserve the right to update or revise the TOU at our discretion and without notice. You are responsible for checking the TOU periodically for changes. If you continue to use the Site following the posting of any changes to the TOU, you agree to be bound by these changes.

The material that appears on the Site is for informational purposes only. Despite our efforts to provide useful and accurate information, errors may appear from time to time. We are not responsible, nor do we make any warranty or endorsement regarding any third party products or services listed on this website.

1. Interpretation & Definitions

1.1. Unless otherwise specified in these General Terms and Conditions,

(i) words importing the singular include the plural and vice versa and words importing gender include all genders;

(ii) the words "include", "includes" or "including" will be interpreted on an inclusive basis and be deemed to be followed by the words "without limitation";

(iii) the words "hereof", "herein" and similar words shall be construed as references to this Agreement as a whole and not just to the particular article or sub-article which the reference appears;

(iv) a reference to a specific time of day shall be the local time in Toronto, Canada (EST);

(v) with respect to any particular action to be taken or decision to be made, the use of the words "(a person) shall" or "(a person) will" shall be construed as an undertaking of such person using its influence and power so as to cause such action or decision to be performed or made.

1.2. The headings in these General Terms and Conditions are for ease of reference only and are not to be taken into account in the construction or interpretation of any provision or provisions to which they refer.

1.3. Definitions:

1.1.1. "Affiliates" means, in respect of either Party, a direct or indirect subsidiary of the Party, a holding company of the Party, and any other subsidiary of that holding company.

1.1.2. "Associate" means Done.com Inc. and its Affiliates, as well as Done.com Inc. and its Affiliates' agents, shareholders, officers, directors, partners, attorneys and employees.

1.1.3. "AML-CFT Laws" means anti-money laundering and counter-terrorist financing Laws, including all Laws applicable to the Parties prohibiting money laundering or any acts or attempted acts to conceal or disguise the identity or origin of; change the form of; or move, transfer, or transport, illicit proceeds, property, funds, or Digital Assets, including the promotion of any unlawful activity such as fraud, tax evasion, embezzlement, insider trading, financial crime, bribery, cyber theft or hack, narcotics trafficking, weapons proliferation, terrorism, or economic sanctions violations, which may also require internal controls to detect, prevent, report, and maintain records of suspected money laundering or terrorist financing, such as the series of Canadian directives adopted in relation to AML-CFT, as implemented under Canadian Law.

1.1.4. "Counterparty" the party of this Agreement as set forth in the Special Terms and Conditions.

1.1.5. "Conflicts of Interests Policy" sets out the manner in which Done.com Inc. identifies and addresses Conflict of Interests.

1.1.6. "Confidential Information" has the meaning set forth in clause 9.1.

1.1.7. "Contract Effective Date" shall mean the date agreed by the Parties as the date on which the Agreement takes effect between them, the Contract Effective Date is specified within the Special Terms and Conditions signed by the Parties.

1.1.8. "Decentralized Exchange" or "DEX" includes, without limitation, any third-party or proprietary smart-contract allowing the decentralized trading of Digital Assets.

1.1.9. "Designated Digital Assets" means the Digital Assets designated in the Special Terms and Conditions, whether for the purposes of providing the Custody Services or the Market Making Services.

1.1.10. "Designated Digital Asset Pairs" means the Digital Asset pairs designated in the Special Terms and Conditions.

1.1.11. "Designated Exchange" means any digital asset exchange designated by the Parties in the Special Terms and Conditions, whether for order execution services or for market making services.

1.1.12. "Digital Asset" means a digital representation of value or rights that can be used as a medium of exchange or for investment purposes, and that may be recorded, stored, or transferred on a distributed ledger or blockchain (including evidence of, title to, and all rights in respect of such digital assets). For the avoidance of doubt, "Digital Assets" do not include securities, derivatives, or monetary instruments as defined under applicable Canadian securities legislation, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA), or the Bank of Canada Act.

1.1.13. "Digital Asset Wallet" means a software program or hardware that allows to hold, store and transfer Digital Assets or interact with one or more blockchain networks and/or generate, store and manage sets of private keys and public keys configure transactions and monitor their balance.

1.1.14. "Disclosing Party" has the meaning set out in clause 9.1.

1.1.15. "Fork" means a change in the existing source code or the creation of new or additional source code for a blockchain.

1.1.16. "Insolvency Policy" sets out the rules applicable to creditors of ailing companies in case of insolvency.

1.1.17. "Intellectual Property" has the meaning set out in clause 8.

1.1.18. "Force Majeure Event" means any delay or failure to perform due to fire, strike, flood, power outage, acts of the government or government officials, market movements, shifts, or volatility, including flash crashes, computer, server or Internet malfunctions, security breaches or cyberattacks, criminal acts, acts or omissions of third parties, Digital Asset Forks, any other delay, default, failure or interruption, including events related to the an Exchange or any third party, which cannot reasonably be foreseen or provided against.

1.1.19. "Laws" means all laws, regulations, rules, treaties, and/or official obligations or requirements enacted, promulgated, issued, ratified or enforced in Canada.

1.1.20. "Losses" means losses, liabilities, claims, demands, fines, penalties, taxes, levies or duties arising from the performance of the Services or otherwise in connection with this Agreement, under any circumstances, whether direct, indirect, general, special, punitive or consequential damages, and whether in contract, tort (including negligence), strict liability or otherwise, including the loss or theft of Digital Assets, loss of goodwill or business profits, work stoppage, data loss, computer failure or malfunction, or any and all other commercial losses.

1.1.21. "Malicious Software" means any harmful, malicious or surreptitious computer program with a purpose to or having effect of (i) causing unplanned interruption or providing unauthorized use or altering, destroying, inflicting damage or inhibiting the use of a website, software or computer systems; or (ii) blocking access to, or preventing the use or accessibility of a website or computer systems. Malicious Software includes viruses, bots, worms, malware, trojans, system monitors/keyloggers, dialers, adware, and adware cookies lockup, time bomb, key lock device program, or disabling code.

1.1.22. "Notice" means any legal notice related to this Agreement provided by one of the Parties to the other Party by email.

1.1.23. "Payment Terms" means the period of time that payment is due after receipt of the accurate invoice. This period is defined in clause 5.1 of the Special Terms and Conditions.

1.1.24. "Person" includes an individual, association, partnership, corporation, company, other body corporate, trust, estate, and any form of organization, group, or entity (whether or not having separate legal personality).

1.1.25. "Personal Information" means any information relating to an identified or identifiable natural person.

1.1.26. "Privacy Policy" sets out the basis on which Personal Information (as defined below) is collected and processed by Done.com Inc.

1.1.27. "Prohibited Person" has the meaning set forth in clause 4.1.1.

13. Execution of Agreement

13.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13.2. This Agreement may be executed and delivered by facsimile transmission or by email in portable document format (PDF) or other electronic format, and such execution and delivery shall have the same force and effect as delivery of an original document with original signatures.

13.3. This Agreement may be executed by electronic signature, which shall be deemed to be an original signature for all purposes.

13.4. Additional persons may become parties to this Agreement by executing a joinder agreement in the form attached hereto as Schedule A (the "Joinder Agreement"). Upon execution of such Joinder Agreement and without any further action, each additional person(s) will become a party to this Agreement and have all of the rights and obligations of a party of this Agreement hereunder and this Agreement herein shall be deemed amended by such Joinder Agreement.

13.5. This Agreement is accepted electronically and is executed on the date of the last signature by each of the Parties using an electronic signature process implemented by a third-party service provider, such as DocuSign, which guarantees the security and integrity of digital copies. Such execution shall have the same legal effect as a handwritten signature, in accordance with applicable Canadian legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and the relevant provincial Electronic Commerce Act or equivalent legislation.

13.6. The Parties expressly agree that this Agreement, acknowledged during onboarding, signed electronically via DocuSign or any comparable electronic signature service:

13.6.1. constitutes the original of this Agreement;

13.6.2. has the same legal effect, validity, and enforceability as a handwritten signature on paper;

13.6.3. each electronic signature must be considered an original signature; and

13.6.4. may be produced in court or before any tribunal as admissible evidence of its content, the identity of the signatories, and their consent, in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA), the applicable provincial Electronic Commerce Act, and the Canada Evidence Act or relevant provincial rules of evidence.

13.6.5. This Agreement is executed in a single original electronic form. An executed copy shall be delivered to each of the Parties directly by DocuSign, or another comparable electronic signature service, which provides the means of implementing the electronic signature process in accordance with applicable Canadian legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA), the applicable provincial Electronic Commerce Act, and the Canada Evidence Act. Each such electronically delivered copy shall be deemed an original and shall be valid and enforceable as if signed in wet ink.

13.7. The Parties accept that the recordings made by the information systems of each of the Parties are admissible before the courts and are proof of the data and elements that they materialize. In any case, in the event of a contradiction between the recordings and/or timestamps of the Done.com Inc. information system and those of the Counterparty, those of Done.com Inc. shall prevail. By express agreement hereby, the acceptance of this Agreement by electronic means between the Parties has the same probative value as the agreement on paper.

14. Communication between the Parties

14.1. Parties accept that electronic means of communication are used to correspond or transmit information. Such use will not in itself constitute a breach of any obligation of confidentiality. Counterparty agrees and consents to receive electronically all communications, agreements, documents, receipts, notices and disclosures that Done.com Inc. may provide in connection with this Agreement through Counterparty's authorized e-mail address on file with Done.com Inc.. Such notices will be deemed effective and received by the Counterparty on the date on which the email is sent to such authorized e-mail address.

14.2. Done.com Inc. may accept and act upon instructions it reasonably believes in good faith to be from Counterparty without the need to make any further enquiry, whether or not those instructions are actually from Counterparty. Done.com Inc. may also record voice conversations with or without use of a warning tone to use such recordings as evidence of Counterparty's instructions as well as for its ongoing quality control and training program.

15. Reliance

Each Party may rely upon market reports and market data supplied by reputable providers as to their accurateness and completeness, including as a basis for the performance of their obligations pursuant to this Agreement.

16. Right of Rectification

Any typographical, clerical or other error or omission in any documentation produced by Done.com Inc. under or in connection with this Agreement may be corrected without any liability on Done.com Inc.'s part.

17. Severability

If any provision (or part of any provision) of this Agreement, as amended from time to time, is found to be invalid, illegal or unenforceable, in whole or in part, that provision or part provision will, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement will not be affected.

18. No Waiver

No failure or delay by Done.com Inc. to exercise any right, power or remedy provided under this Agreement or by law will constitute a waiver of that or any other right, power or remedy, nor will it preclude or restrict the further exercise of that or any other right, power or remedy. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.

19. No Agency

Each of the Parties acknowledges and agrees that nothing in this Agreement will be deemed to create a partnership or agency relationship between Counterparty and Done.com Inc., or be deemed to authorize either Party to incur any liabilities or obligations on behalf of or in the name of the other.

20. No Assignment

20.1. Neither this Agreement, nor any of the rights or obligations contained in it, may be assigned, delegated or transferred by Counterparty without the express prior written consent of Done.com Inc..

20.2. Done.com Inc. may assign this Agreement with the rights and obligations contained in it, without the prior written consent of the Counterparty, to any of its affiliates or subsidiaries, or to a new Done.com Inc. entity pursuant to a transfer of all business assets, whether merger, sale of assets, sale of stock.

21. Survival

Clauses 1 (Definitions & Interpretation), 4 (Representations & Warranties), 6 (Limitation of Liability), 8 (No Representations and Warranties by Done.com Inc.), 9 (Intellectual Property), 10 (Confidentiality), 12 (Dispute Resolution & Governing Law) and 21 (Survival) will survive the termination of this Agreement.

By accessing or using our website or services, you agree to comply with these Terms and Conditions and any applicable terms, policies, and requirements imposed by our third-party partners and service providers that support the services (including payment, banking, custody, and compliance partners). Where partner terms apply to specific features or transactions, your use of those features constitutes acceptance of those partner terms as incorporated by reference. If you do not agree to such partner terms, you must not use the relevant feature or service.