Newton Referral Terms

Terms and Conditions

Last Modified:  17th, June, 2026  Newton Crypto Ltd. ("Newton" or “We”) offers our users and brand supporters (“Referrer” or “You”) the opportunity to participate in its referral program (the “Program”).

We reserve the right to amend or terminate the Program at any time, for any reason, in Newton’s sole and absolute discretion.  The Program is administered by Newton.  Referrers are bound by these Terms and Conditions by participating in the Program.

By participating in the Program, Referrers agree to use the Program in the manner specified in these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety, you are not authorized to register as a Referrer or to participate in the Program in any other manner. Referrers may not participate in the Program where doing so would be prohibited by any applicable law or regulations.

We reserve the right to modify or amend at any time these Terms and Conditions and/or the methods through which rewards are earned. We reserve the right to disqualify any Referrers from participation in the Program at any time at our sole discretion, including without limitation if he/she does not comply with any of these Terms and Conditions or otherwise fails to comply with any applicable laws (including, without limitation, through any failure to include any required disclosures or otherwise required by Newton).No part of the Program is directed to persons under the age of 18.

IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT USE, ACCESS, OR PARTICIPATE IN THE PROGRAM AT ANY TIME OR IN ANY MANNER. 

 ‍‍I. How the Program Works

A. Program Participation, Generally

To participate in the Program, Referrers access their referral link page in their accounts and follow the instructions set on the page to refer friends or colleagues to the program.

Individuals who receive or use the referral link of a Referrer are referred to in these Terms and Conditions as a "Friend" or, if more than one, "Friends".   

An "Eligible" Referrer (as defined below) who is fully compliant with these Terms and Conditions may receive "Reward(s)" for every "Qualified Referral” (all terms in quotes to be understood as defined below).   By participating in the Program, a Referrer represents that he or she has their Friends’ prior consent to send them the referral link via selected communication methods including but not limited to email, social media, messaging apps, text messages, and more.‍

B. Eligible Referrer

To be "Eligible," a Referrer who is an individual must be (i) a legal resident of Canada, (ii) at least 18 years old, and (iii) have an active Newton account which has cumulative trade volume equal to at least CAD $100.  ‍

C. Making a Referral

A Referrer may find their referral link in their Newton account to make a referral.  A Referrer’s referral link will not be available for use, and no Reward will be earned in respect of any referral, until the Referrer has satisfied all the eligibility requirements set out in Section I.B above, including completion of at least CAD $100 in equivalent cumulative trading activity through the Referrer’s Newton account.  Referrers must respect the spirit of the Program by only referring real individuals who meet the requirements of these Terms and Conditions. Referrers cannot refer themselves and a Referrer may not create multiple or fake accounts with Newton or participate in the Program using multiple or fake email addresses or identities.‍

D. Qualified Referrals

A “Qualified Referral” means that all the following conditions are met: (i) the Friend had not previously had an account with Newton under any email address or alias; (ii) the Friend is a) a legal resident of Canada and b) at least 18 years old; and (iii) the Friend must make one or more trades equal to at least CAD $100 within 90 days after completing the account verification process with Newton. Only one Qualified Referral can be earned for each Friend. ‍

E. Earning Rewards

Referrer shall receive one (1) reward (each, a “Reward”) in the form and value determined by Newton for each verified Qualified Referral generated by Referrer. Newton may, in its sole and absolute discretion, limit the maximum number of Rewards that may be earned by Referrer for Qualified Referrals upon notice to the Referrer, following which, any additional or subsequent referrals made by a Referrer will not be considered Qualified Referrals and thus not be entitled to the Reward, unless otherwise allowed by Newton.

Each Reward payable to a Referrer (a “Referrer Reward”) will be transferred to the Referrer’s Newton account in an amount determined by the Referrer’s reward tier. The Referrer’s reward tier is based on the Referrer’s average monthly trade volume on the Newton platform over the trailing 365 days, calculated as the Referrer’s total trade volume on the Newton platform during the trailing 365-day period divided by twelve (12) (the “365-day Trade Volume”). The Referrer’s reward tier is assessed at the time the Referrer Reward is credited, in accordance with the following table, and will not be retroactively adjusted based on any subsequent change in the Referrer’s 365-day Trade Volume Average Monthly Trade Volume:

In addition, for each Qualified Referral, the Friend will receive a fixed reward of CAD $20 transferred to the Friend’s Newton account (the “Friend Reward”). The Friend Reward is a fixed amount and is not affected by the Referrer’s reward tier or by any limits, caps, delays, withholdings or other restrictions Newton applies to the Referrer or to Referrer Rewards under these Terms and Conditions.  An individual may only receive a Friend Reward once.

Newton reserves the right to pay or redeem Rewards in other forms, in Newton’s sole discretion. Restrictions may apply to certain forms of Rewards. Newton may, in its sole and absolute discretion, modify Reward amounts, the reward tiers, the 365-day Trade Volume calculation, eligibility criteria or any other element of the Program at any time, upon notice to Referrers.

F. Verified Qualified Referrals

Rewards are subject to verification. Newton may delay a Reward for the purposes of investigation. Newton may also refuse to verify and process any transaction Newton deems, in its sole discretion, to be fraudulent, suspicious, in violation of these Terms and Conditions, or believes will impose potential liability on Newton, its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents. All of Newton's decisions are final and binding, including decisions as to whether a Qualified Referral, or Reward is verified. Without limiting the foregoing, Newton may, in its sole and absolute discretion and at any time, impose limits on Referrer Rewards, including without limitation: (i) payout caps; (ii) queued, delayed or batched payouts; (iii) cumulative Reward caps; and (iv) blocking or unblocking of payouts to individual Referrers through Newton’s internal administrative tools. Newton may monitor Referrer activity, including the number of referrals submitted per day per Referrer, and may take any of the actions described in this Section in response to such monitoring. Friend Rewards are not affected by any limits, caps, delays or restrictions Newton applies to a Referrer or to Referrer Rewards. Without limiting any other right or remedy available to Newton, Newton reserves the right, in its sole and absolute discretion and at any time, to notify a Referrer that referrals submitted by such Referrer after the date of the notice will not constitute Qualified Referrals and will not generate any Referrer Reward.

G. Signature-Tier Gifted Status

Where a Referrer holds Signature-tier status under Newton’s Signature program (the terms of which are available at SIGNATURE TIER TERMS at the time a Referrer Reward is credited in respect of a Qualified Referral, the corresponding Friend will be granted temporary access to certain Signature-tier benefits (the “Gifted Signature Benefits”). The Gifted Signature Benefits: (i) are time-limited and will be granted for a period of fourteen (14) days from the date the Referrer Reward is credited; (ii) are determined based on the Referrer’s Signature-tier status as at the time the Referrer Reward is credited, and not at any earlier or later time; (iii) have no cash value and are not redeemable for cash, Rewards or any other consideration; (iv) are personal to the Friend and are non-transferable; and (v) may be modified, suspended or revoked by Newton at any time, in Newton’s sole and absolute discretion. Nothing in this Section grants the Friend any entitlement to Signature-tier status beyond the Gifted Signature Benefits expressly described in this Section.

II. Privacy.

Referrers may participate in the Program made available by Newton in order to refer their Friends to Newton as potential new Newton customers. Any personal information collected by Newton will be collected, processed and used in accordance with Newton’s Privacy Statement, which can be found at https://www.newton.co/privacy. Referrer expressly acknowledges and agrees that, in connection with each Qualified Referral, Newton may disclose to the corresponding Friend (i) the Referrer’s full legal name and (ii) the amount of the Referrer Reward payable to the Referrer in respect of such Qualified Referral. By participating in the Program, Referrer consents to such disclosures.‍‍

III. Content Ownership and Use.

A.  Newton Content 

Newton’s online platform and the Program contain content that includes designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other content (collectively, "Content"). As between Referrer and Newton, all Content is the property of Newton or its licensors and is protected under copyright, trademark, and other laws. The compilation (meaning the collection, arrangement, and assembly) of all Content on Newton’s online platform or the Program is the exclusive property of Newton and is protected by copyright, trademark, and other laws.‍

B. License to You

Newton authorizes you, subject to these terms, to access and use Newton’s online platform, the Program, and the Content solely for your personal, non-commercial use. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Content on any copy you make of it.‍

C. Trademarks

The registered or unregistered logos, product and service names contained in Newton’s platform, or the Program are or may be trademarks of Newton or its licensors (the "Marks"). Without Newton’s prior written permission, and except as solely enabled by any link as provided by Newton, you agree not to display or use in any manner the Marks.‍‍

IV. Liability and Indemnification.

A. By participating in the Program, Referrers agree to: (i) Be bound by these Terms and Conditions, the decisions of Newton and its designees, and the Privacy Policy of Newton; and (ii) Defend, indemnify, release and hold harmless Newton, its parent companies, affiliates and subsidiaries, together with their respective employees, directors, officers, licensees, licensors, shareholders, attorneys and agents including, without limitation, their respective advertising and promotion entities and any person or entity associated with the production, operation or administration of the Program (collectively, the "Released Parties"), from any and all claims, actions, demands, damages, losses, liabilities, costs or expenses caused by, arising out of, in connection with, or related to Referrers’ participation in the Program (including, without limitation, any property loss, damage, personal injury or death caused to any person(s) and/or the awarding, receipt and/or use or misuse of the Program or any Reward).‍

B. Newton shall not be liable for:Late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, unreliable, garbled or unintelligible entries, communications or affidavits, regardless of the method of transmission;Computer hardware, software or other technical or computer malfunctions, lost connections, disconnections, delays or transmission errors;Data corruption, theft, destruction, unauthorized access to or alteration of entry or other materials;Any printing, typographical, administrative or technological errors in any websites or materials associated with the Program; Claims, demands, and damages in disputes among Referrers or between Referrers and Friends; or Any other injuries, losses or damages of any kind resulting from participation in the Program, that were not reasonably foreseeable to Newton at the relevant time.‍

C. Newton disclaims any liability for damage to any computer system resulting from participating in or accessing or downloading information in connection with the Program, and reserves the right, in its sole discretion, to cancel, modify or suspend the Program should a virus, bug, exploit, computer problem, unauthorized intervention or other cause beyond Newton’s control corrupt the administration, security or proper operation of the Program.‍

D. Newton shall not be liable to any Referrer for failure to supply any Reward or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasigovernmental entity, including the Ontario Securities Commission (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond any of the released parties' control.‍

E. Newton reserves the right to cancel or suspend the Program should Newton determine, in its sole discretion, that the administration, security or fairness of the Program has been compromised in any way.‍

F. REFERRERS EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PROGRAM IS AT YOUR SOLE RISK; THE PROGRAM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND NEWTON EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND TERMS (COLLECTIVELY, "PROMISES") OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR CUSTOM, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED THROUGH THE USE OF THE PROGRAM, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.‍‍

V. Conduct.

A. If a solution cannot be found to restore the integrity of the Program after the occurrence of Prohibited Conduct (as defined below), Newton reserves the right to cancel, change, or suspend the Program.‍

B. Prohibited Conduct, GenerallyReferrers agree not to use the Program to:Violate applicable law;Infringe the intellectual property rights of Newton or any third parties;Stalk, harass, or harm another individual;Impersonate any person or otherwise misrepresent Referrer's identity;Interfere with, disrupt or violate the Terms and Conditions or servers or networks connected to the Program; or disobey any requirements, procedures, policies, or regulations of such networks;Interfere with another Referrer's use of the Program;Attempt to gain unauthorized access to the Program, other accounts, computer systems, or networks connected to the Program;Transmit any file that contains viruses, worms, trojan horses, or any other contaminating or destructive features;Conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;Resell, barter, trade, auction or otherwise generate income by providing access to the Program to others other than as expressly contemplated in these Program Terms and Conditions.

C. Bulk Distribution ("Spam")Bulk referrals, distribution to strangers, or any other promotion of a Program in a manner that would constitute or appear to constitute unsolicited commercial email or "spam" in Newton’s sole discretion is expressly prohibited and may be grounds for immediate termination of the Referrer's participation in the Program. Newton has a no-tolerance spam policy. Newton has no obligation to monitor the content provided by Referrers; however, Newton may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program. Each Referrer must comply with applicable law in sending out or encouraging individuals to use their referral links. Referrers who do not comply with the law, including antispam laws, are obligated to indemnify Newton and all of the Released Parties against any liabilities, costs and expenses incurred as a result of such violation. Each Referrer is also responsible for the costs of providing the referral links to any Friends, including but not limited to service provider fees for text messages, data, etc.

D. Fraudulent and Suspicious Behavior Newton may prohibit a Referrer from participating in the Program or receiving a Reward, in Newton’s sole discretion, if Newton determines that such Referrer is attempting to undermine the fairness, integrity or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten or harass any other Referrers or any representatives of Newton.  Use of any affiliate website, affiliate network properties, automated systems, script, or macro to participate in the Program is strictly prohibited and will result in disqualification.  Referrers may not enter with multiple or fake emails addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in the Program or receive a Reward.  Newton reserves the right to disqualify any Referrer and/or cancel any Reward(s) if Newton finds a Referrer to be tampering with the entry process or the operation of the Program or violating these Terms and Conditions in any way.  

ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE PROGRAM. SHOULD SUCH AN ATTEMPT BE MADE, NEWTON RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING REASONABLE LEGAL FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

VI. Suggestions and Submissions.

A. Newton appreciates hearing from users and welcomes comments regarding the Program. Please be advised, however, that Newton does not accept or consider creative ideas, suggestions, inventions, or materials ("Creative Ideas") other than those which we have specifically requested. While Newton values feedback on the Program, please be specific in your comments and do not submit Creative Ideas. If, despite this request, you send Newton Creative Ideas, Newton: Shall own, exclusively, all now known or later discovered rights to the Creative Ideas; Shall not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Creative Ideas; and Shall be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to the Referrer or any other person.‍‍VII. Applicable Law; Arbitration; Class Waiver; and Waiver of Jury Trial.

A. Any and all disputes, claims and causes of action arising out of or related to the Program or any Reward or other prize awarded pursuant to the Program or to this agreement shall be resolved under the laws of the Province of Ontario (without reference to its conflicts of laws principles) and the federal laws of Canada applicable in such Province.

B. Referrers and Newton agree to submit to the personal and exclusive arbitration of any disputes relating to the use of Newton’s platform or the Program under the ADR Chambers Arbitration Rules.  The place of arbitration shall be Toronto, Ontario.  Referrers covenant not to sue or otherwise bring a claim against Newton in any other forum.

VIII. General Terms.

A. These terms constitute the entire agreement between Referrers and Newton concerning Referrers' use of the Program. The failure of Newton to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, Newton and Referrers nevertheless agree that the court should endeavor to give effect to the intentions reflected in the provision, and that the other provisions of these terms shall remain in full force and effect. The section titles in these terms are for convenience only and have no legal or contractual effect. A person who is not a party to these terms shall have no right to enforce or receive the benefit of any of thes