Legal Resources
ЕukaOTC Terms of Service
Last Updated: January 27, 2025
Introduction
These Terms of Service (the “EukaOTC Terms”) govern your access to and use of the products, services, features, technologies, or functionalities that facilitate cryptocurrency transactions (“Services”) provided by NUCL Technologies Inc. (“EukaPay,” “we,” “our,” or “us”). These Services are offered through EukaPay’s website, EukaSwap’s website, APIs, or any other channels we make available to you (collectively, the “Platform”). By accessing, registering, or using the Services or Platform, you (“Business Customer,” “you,” or “your”) expressly agree to comply with and be legally bound by these EukaOTC Terms. You confirm that you have read, understood, and accepted all provisions herein, including, without limitation, Section 28: Governing Law, Jurisdiction, and Dispute Resolution through Arbitration.
NUCL Technologies Inc. (“EukaOTC,” “our,” “we,” or “us”) operates as a non-custodial digital currency exchange. Our platform provides secure and efficient over-the-counter trading (“OTC”) for buying and selling certain digital currencies in exchange for fiat currencies. All Services are offered in accordance with applicable local and international laws. The use of our Services is at your own risk, and you are solely responsible for compliance with the laws and regulations applicable to your jurisdiction.
Scope
These Terms of Service (the “Terms”) apply to all interactions with and use of the EukaSwap OTC platform and EukaPay OTC Trading Desk (collectively referred to as the “EukaOTC Services”). These Terms govern all rights, obligations, and responsibilities related to the use of the EukaOTC Services, including but not limited to registration, transactions, funding, and account management.
The Terms also apply to any current and future functionalities, technologies, or features made available through the EukaOTC Services. By using the EukaOTC Services, you agree to be bound by these Terms, which take precedence over any other agreements or terms, unless explicitly stated otherwise in writing by NUCL Technologies Inc. (“EukaPay,” “we,” “our,” or “us”).
EukaOTC reserves the right to modify, expand, or discontinue any portion of the EukaOTC Services at its sole discretion without prior notice. The availability of specific services or features may vary by jurisdiction, and we are not obligated to offer the EukaOTC Services in all locations. You are solely responsible for ensuring that your use of the EukaOTC Services complies with applicable laws and regulations in your jurisdiction.
Disclaimer
The EukaOTC Services are provided on an "as is" and "as available" basis without any representations or warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. NUCL Technologies Inc. (“EukaPay,” “we,” “our,” or “us”) does not warrant that the EukaOTC Services will be uninterrupted, secure, or error-free, or that any defects will be corrected.
You acknowledge and agree that:
Risk of Loss: Your use of the EukaOTC Services involves significant risks, including but not limited to the volatility of cryptocurrency markets, potential loss of funds, and regulatory uncertainties. You assume all risks associated with your use of the EukaOTC Services and acknowledge that NUCL Technologies Inc. shall not be held liable for any losses or damages arising from market fluctuations or changes in applicable laws.
Jurisdictional Compliance: You are solely responsible for ensuring that your use of the EukaOTC Services complies with all applicable laws, regulations, and rules in your jurisdiction, including but not limited to tax obligations, anti-money laundering (AML) requirements, and sanctions programs.
Third-Party Risks: NUCL Technologies Inc. is not responsible for the actions or omissions of third parties, including payment processors, financial institutions, or blockchain networks, which may affect the availability, timing, or execution of the EukaOTC Services.
No Investment Advice: The EukaOTC Services and related content are not intended to provide investment, financial, or legal advice. You should seek independent professional advice before making any financial decisions related to cryptocurrencies or other digital assets.
Limitation of Liability: To the maximum extent permitted by law, NUCL Technologies Inc. disclaims any liability for direct, indirect, incidental, consequential, or punitive damages arising from your use of the EukaOTC Services, even if advised of the possibility of such damages. This includes but is not limited to loss of profits, data, or goodwill.
Force Majeure: NUCL Technologies Inc. shall not be held liable for any failure or delay in providing the EukaOTC Services due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, cyberattacks, regulatory actions, or technical failures.
By using the EukaOTC Services, you acknowledge that you have read and understood this Disclaimer and agree to its terms as an integral part of these Terms of Service.
Terms of Service
Please read these Terms of Service carefully to ensure that you understand each provision.
Our Services
EukaOTC Contracting Entity
Eligibility; Amendments
Acceptance of Terms: This ‘EukaOTC Terms of Service’ is between you and EukaPay. Your use of the Website and the Services is expressly conditioned on your acceptance, without modification, of these Terms of Service. If you do not agree to these terms, you may not use the Website or the Services. You may use the Website and the Services only if you can form a binding contract with EukaPay and only in compliance with these Terms of Service and all applicable local, provincial, state, federal, national, and international laws, rules, and regulations.
Age and Access Restrictions: Any access to or use of the Website or the Services by anyone under the age of eighteen (18) years is strictly prohibited and constitutes a violation of these Terms of Service. The Website and the Services are also not available to any person previously removed from the Website or Services by EukaPay.
Representations and Warranties.
By entering or using the Website or the Services, you represent and warrant the following:Authority and Capacity
The individual accepting these Terms on behalf of the Business Customer is at least the age of majority and has the necessary power, capacity, and authority to bind the Business Customer. You have all necessary rights, power, authority, and ability to enter into and fulfill your obligations under these Terms and use the Services.Legal Entity Standing
If the Business Customer is a legal entity, it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation. The entity is duly qualified and in good standing in each jurisdiction where the conduct of its business requires such qualification.Compliance with Laws and Regulations
Your use of the Website and Services complies with all applicable international, federal, state, and local laws, including tax regulations. You ensure that your use of the Services complies with all applicable anti-money laundering and anti-terrorist funding laws, as well as any sanctions programs that may apply based on the jurisdictions in which you operate. Your use of the Services is subject to your own compliance programs for anti-money laundering, anti-terrorist funding, and sanctions, including adherence to any programs administered by OFAC or other relevant authorities.Tax Compliance
You will comply with all applicable tax laws and regulations, including any necessary tax withholdings related to your use of the Services.Good Faith Transactions
All payment transactions requested by you represent bona fide purchases of goods or services. Your use of the Services will not violate these Terms or any other applicable terms of use.Accuracy of Information
All information you have provided to EukaPay is and will remain accurate, complete, and up-to-date. You will promptly notify EukaPay of any changes to ensure the accuracy and completeness of such information.Independent Use
You are using the Services on your own behalf or on behalf of the Business Customer for which you have set up an account and not at the instruction or request of any third party.Amendments to Terms
EukaPay may amend and update these Terms of Service at any time in our discretion without your consent by posting a revised version of these Terms of Service. The updated Terms will be effective at the time we post it, except if the revised Terms of Service include a substantial change affecting your rights, in which case we will provide you with at least 30 days’ prior notice of the revised Terms of Service. Your continued use of the Website and/or the Services following an amendment to the Terms of Service constitutes acceptance of the amended Terms of Service. You should check these Terms of Service frequently to ensure that you have reviewed the latest version. If we make any changes, we will revise the Last Updated date above.Accounts
To access the OTC Services, you, the Counterparty, must first open an "EukaOTC Account" through the EukaPay online platform. This Account is exclusively designated for registration purposes, including submitting required business details, completing identity verification, and ensuring compliance with applicable laws and regulations. The EukaOTC Account does not facilitate direct OTC transactions but serves as a prerequisite for utilizing the OTC Services.
To establish the EukaOTC Account, you are required to provide accurate and complete registration information and submit all necessary documentation as requested by 'EukaPay' ('EukaOTC'). 'EukaPay' ('EukaOTC') reserves the sole discretion to evaluate whether the submitted details meet the applicable standards and compliance requirements. OTC services will only be accessible upon successful submission, review, and verification of all requested information and documentation by 'EukaPay' ('EukaOTC').
You affirm that all information submitted during the registration of the EukaOTC Account is accurate, complete, valid, and up-to-date at the time of submission. You further agree to review and promptly update this information whenever necessary to maintain its accuracy and completeness for the entire duration of this Agreement. Failure to provide or maintain accurate information may result in suspension or termination of your EukaOTC Account.
'EukaPay' ('EukaOTC') reserves the right to act on any instructions provided by you through the EukaOTC Account. Such instructions will be deemed valid, binding, and conclusive. It is your responsibility to promptly notify 'EukaPay' ('EukaOTC') of any unauthorized use or suspicious activity involving your EukaOTC Account to ensure the security and integrity of your transactions.
You may request to close your EukaOTC Account or revoke the authority at any time. Upon receiving such a request, and unless otherwise restricted by applicable law, 'EukaPay' ('EukaOTC') will proceed to cancel any pending transactions and temporarily freeze the balances within your Account. It is your responsibility to ensure that any remaining balances are withdrawn prior to the final closure of your Account. Failure to do so may result in delays or additional administrative requirements for recovering the remaining funds.
You are permitted to hold only one EukaOTC Account for registration and verification purposes. The credentials associated with your EukaOTC Account, including passwords, are strictly non-transferable. You are solely responsible for maintaining the confidentiality and security of your Account details and passwords, as well as for all activities conducted through your Account. 'EukaPay' ('EukaOTC') shall not be held liable for any unauthorized access or use of your Account arising from your failure to adequately safeguard your credentials.
'EukaPay' ('EukaOTC') reserves the right to take any actions deemed necessary to protect the security and integrity of the OTC Services and your EukaOTC Account. Such actions may include, but are not limited to, resetting passwords, suspending access, or terminating Accounts as required. You are fully responsible for all activities carried out by any individual accessing your Account, whether authorized or unauthorized, and any violations of this Agreement resulting from such access will be attributed solely to you.
OTC Services:
You, as the Counterparty, may periodically engage in transactions with 'EukaPay' ('EukaOTC') through the OTC Services, subject to the terms outlined in this ‘EukaOTC Terms of Service.’
These ‘EukaOTC Terms of Service,’ along with all Confirmations that document one or more Transactions, constitute the entire agreement between the Parties with respect to such Transactions. They supersede any prior agreements, understandings, or communications, whether oral or written, related to the same.
These ‘EukaOTC Terms of Service’ shall remain in full force and effect unless and until terminated in writing by either Party, in accordance with the termination provisions outlined herein.
Trade
Trade Request
To initiate a trade, you are required to submit a trade request through our chat broker via the OTC Service. Your request must specify the desired trade pair, which can include:
a certain cryptocurrency to a certain fiat currency trade.
a certain fiat currency to a certain cryptocurrency trade.
a certain cryptocurrency to a certain cryptocurrency trade.
The availability of the requested trade pair is contingent upon the supported currencies and current availability offered by 'EukaPay' ('EukaOTC'). Upon receiving your request, the broker will review it and provide a quote based on the supported trade pairs and prevailing market conditions.
The broker is responsible for providing or verifying the correct deposit information for the trade. This includes:
Bank details for trades involving fiat to cryptocurrency.
Wallet addresses for trades involving cryptocurrency to fiat.
Wallet addresses for trades involving cryptocurrency to cryptocurrency.
Funding
You are required to deliver the agreed-upon trade amount to 'EukaPay' ('EukaOTC') in either cryptocurrency or fiat currency, as specified in the trade agreement. The delivery must be completed in accordance with the instructions and payment details provided by 'EukaPay' ('EukaOTC') and in compliance with the procedures outlined in the "Funding" section of these Terms.
Quote
The quote provided by our broker constitutes an offer to execute the trade, with the price being locked in upon your acknowledgment. However, this quote remains valid only for the specified period stated at the time of issuance. If there are changes in market conditions during the validity period, a new quote may be issued to reflect these changes. For further details, please refer to Section “8. Quotes” of these Terms.
Trade Execution
Trade execution occurs once you acknowledge the quote provided by the broker within the specified validity period, and assuming no significant market fluctuations have occurred. The execution of the trade is subject to prevailing market conditions at the time of your acknowledgment and the availability of sufficient funds or cryptocurrency to complete the transaction. If significant market changes occur during the validity period of the quote, the broker will issue a new quote reflecting updated conditions. In such cases, you must explicitly re-acknowledge the revised quote for the trade to proceed. For additional details, please refer to Section “8. Quotes” of these Terms.
Trade Confirmation
A trade confirmation will be issued by the chat broker or 'EukaPay' ('EukaOTC') through the communication channel used for initiating the trade (e.g., chat, email, or platform message). If you have provided a registered email address, the confirmation will also be sent to that email for your records. The confirmation will contain comprehensive details of the executed trade, including but not limited to the trade pair, transaction amount, price, and any other relevant information associated with the trade.
Settlement of Trade
Settlement of Fiat to Cryptocurrency trade pair:
For trades involving a fiat-to-cryptocurrency exchange, the agreed-upon cryptocurrency will be transferred to the wallet address you provide. By providing the wallet address, you acknowledge and confirm that you are the rightful owner of the specified wallet and that it is fully capable of receiving the cryptocurrency.It is solely your responsibility to ensure the accuracy and functionality of the provided wallet address. 'EukaPay' ('EukaOTC') will not be held liable for any losses or issues resulting from an incorrect, invalid, or otherwise non-functional wallet address, or for any failure to receive the cryptocurrency due to wallet-related problems
Settlement for Cryptocurrency to fiat trade:
For trades involving a cryptocurrency-to-fiat exchange, the agreed-upon fiat amount will be transferred to the bank account details you provide. By providing these details, you confirm that you are the legal owner of the specified bank account and have the necessary rights to receive funds into it.It is your sole responsibility to ensure the accuracy of the provided bank account details and to confirm that the account is capable of receiving the fiat funds. Additionally, you are responsible for ensuring compliance with any applicable local regulations or restrictions related to receiving funds into your bank account.
'EukaPay' ('EukaOTC') will not be held liable for any issues arising from incorrect or invalid bank account details, or for delays, restrictions, or other complications caused by regulatory or legal requirements in your jurisdiction.
Settlement for Cryptocurrency to Cryptocurrency trade:
For trades involving a Cryptocurrency -to-Cryptocurrency exchange, the agreed-upon cryptocurrency will be transferred to the wallet address you provide. By providing the wallet address, you acknowledge and confirm that you are the rightful owner of the specified wallet and that it is fully capable of receiving the cryptocurrency.It is solely your responsibility to ensure the accuracy and functionality of the provided wallet address. 'EukaPay' ('EukaOTC') will not be held liable for any losses or issues resulting from an incorrect, invalid, or otherwise non-functional wallet address, or for any failure to receive the cryptocurrency due to wallet-related problems.
Funding
Cryptocurrency Funding
If you are trading cryptocurrency with 'EukaPay' ('EukaOTC'), you agree to transfer the specified trade amount ("Trade Price") to the unique wallet address provided by 'EukaPay' ('EukaOTC') for the specific trade. This wallet address will be communicated to you by our Broker prior to the transaction.Each wallet address is uniquely generated for the corresponding trade, and it is imperative that you use the exact address provided. Failure to use the correct wallet address may result in delays, loss of funds, or cancellation of the transaction. 'EukaPay' ('EukaOTC') will not be held liable for errors arising from the use of incorrect wallet addresses.
Fiat Funding
If you are trading in fiat currency, you agree to transfer the specified trade amount ("Trade Price") to the bank account details provided by 'EukaPay' ('EukaOTC'). These details will be communicated to you by our Broker before the transaction.It is essential that you use the exact bank account details provided to ensure the successful and timely completion of the transaction. Any discrepancies or errors in the transfer process, including the use of incorrect account details, may result in delays or the failure of the transaction. 'EukaPay' ('EukaOTC') will not be liable for any issues arising from your failure to adhere to these instructions.
Responsibility for Fund Transfers
It is solely your responsibility to ensure that all funds, whether in cryptocurrency or fiat currency, are transferred accurately and in full to the designated wallet address or bank account provided by 'EukaPay' ('EukaOTC').Any funds or cryptocurrency sent to an incorrect, outdated, or unauthorized wallet address or bank account will not be the responsibility of 'EukaPay' ('EukaOTC'), and 'EukaPay' ('EukaOTC') will bear no liability for such errors.You are strongly encouraged to carefully review and verify all provided transfer details before initiating any transaction to avoid potential errors or losses.
Non-Trade Notice and Fund Reversal Policy
If you deposit fiat or cryptocurrency with the intent to trade but fail to complete a trade within two (2) business days from the date of funding, 'EukaPay' ('EukaOTC') reserves the right to return the deposited funds to the originating source. Please note that this reversal may be subject to a processing fee, which will be deducted from the returned amount.
If you plan to use the funds for a trade after the 2-day period, you may provide a written attestation confirming your intent to trade. This attestation will allow the funds to remain in your account without requiring an immediate trade. However, failure to provide the necessary attestation within the specified time frame will result in the automatic reversal of the funds as described above.
Quotes
RFQ via Online Platform
You may request and obtain indicative quotes for transactions through the Quote Panel available on our online platform. These quotes are provided solely for informational purposes and are intended to give an approximate estimate of the transaction price.
You acknowledge and agree that quotes displayed in the Quote Panel are indicative only and do not represent a binding offer. The actual price at which a transaction is executed, pursuant to a Request for Quote (RFQ) Order, may vary from the indicative quotes provided.For clarity, you agree that the prices and specifications shown in the Quote Panel are non-binding and subject to change based on market conditions or other relevant factors. Neither party is bound by the indicative prices displayed in the Quote Panel.
Quote Provided by Chat Broker via OTC Service
Our OTC service primarily operates through dedicated chat brokers who provide real-time quotes for executing trades. These quotes are valid only within the specified validity period and must be acknowledged by you within that time frame for the trade to proceed.
If there are significant market price fluctuations during the validity period, the broker will issue a new quote reflecting the updated market conditions. The trade will only be executed upon your acknowledgment of the updated quote.
You acknowledge and agree that all quotes are subject to change based on market conditions, and the successful execution of a trade is contingent upon the prevailing market price at the time of acknowledgment. It is your responsibility to review and promptly acknowledge quotes to ensure timely execution of your trades.
Fees
You agree to pay all applicable fees, charges, interest, margins, and/or commissions as specified in the Trade Confirmation or as outlined in these ‘EukaOTC Terms of Service.’ These fees are payable to 'EukaPay' ('EukaOTC') for providing the OTC Services and may vary depending on the specific transaction or services rendered.All fees must be paid in full and in accordance with the terms set forth in this agreement. Unless explicitly agreed upon in writing by both parties, all fees are non-refundable.
Additionally, fees may apply in circumstances described in Section 7(d) regarding the Non-Trade Notice and Fund Reversal Policy, including administrative charges for reversing funds or maintaining balances without initiating a trade. You acknowledge and accept these terms as a condition for using the OTC Services.
Supported Crypto currencies and Fiat currencies
The cryptocurrencies and fiat currencies supported by our Services are listed on our website. These supported currencies are subject to change at any time, without prior notice, and at our sole discretion.
Certain cryptocurrencies or fiat currencies may not always be available for trading, funding, or withdrawal.
The current availability of any currency does not guarantee its future availability for these purposes.
You are solely responsible for regularly monitoring the supported currencies and ensuring they meet your trading needs.
We reserve the right to discontinue support for any cryptocurrency or fiat currency, with or without prior notice. In such cases, we may take necessary actions, including but not limited to canceling trade instructions and requiring you to remove discontinued cryptocurrencies or fiat balances from your account within a reasonable time frame.
You acknowledge and agree that 'EukaPay' ('EukaOTC') will not be held liable for any direct or indirect losses, damages, or costs incurred due to the discontinuation of support for any cryptocurrency or fiat currency. This includes any actions or inactions taken by us in accordance with these Terms of Service to ensure compliance with our policies and operational requirements.
Confidentiality
Both 'EukaPay' ('EukaOTC') and you (the "Counterparty") agree to maintain strict confidentiality regarding the details of any transactions contemplated under this ‘EukaOTC Terms of Service,’ the existence or nature of the relationship between the Parties, the identity of the other Party, and the fact that the Parties have engaged in any transaction (collectively referred to as "Confidential Information").Either Party may disclose confidential Information only to its directors, officers, employees, agents, affiliates, professional advisers, or financial institutions providing services in connection with applicable anti-money laundering (AML) or compliance obligations. Such disclosures must be limited to the extent necessary for the purpose.If either Party (the "Required Party") is compelled by law, regulation, or legal counsel to disclose Confidential Information, the Required Party must, to the extent legally permissible, provide the other Party (the "Subject Party") with prompt written notice of such requirement. This allows the Subject Party to seek a protective order or provide written consent to the disclosure. If the Subject Party fails to respond promptly, the disclosure will be deemed authorized.The confidentiality obligations outlined in this section will remain in effect even after the termination or expiration of this ‘EukaOTC Terms of Service.’
For the purpose of regulatory compliance and legal obligations, 'EukaPay' ('EukaOTC') reserves the right to disclose any information or documentation provided by the Counterparty in connection with this ‘EukaOTC Terms of Service.’ Such disclosures may be made to the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), other regulatory bodies, or law enforcement agencies as required by applicable laws and regulations.If the Counterparty is an entity rather than a natural person, 'EukaPay' ('EukaOTC') may disclose relevant information to the Counterparty's directors, officers, members. Additionally, 'EukaPay' ('EukaOTC') may share the Counterparty’s personal information with credit bureaus, anti-money laundering service providers, or identity verification partners during the account opening process or for periodic verification to ensure the accuracy and validity of the Counterparty’s information.'EukaPay' ('EukaOTC') may also disclose the Counterparty’s personal information to financial institutions, payment processors, or other financial intermediaries as necessary to facilitate transaction processing or to comply with regulatory requirements. These disclosures are limited to what is necessary to fulfill our obligations under this agreement and applicable laws.
Relationship
'EukaPay' ('EukaOTC') does not provide investment, financial, or tax advice, including advice related to your use of the Services. You agree not to rely on any statements, content, or information provided on our Services or Platform, or that is otherwise attributed to us, as recommendations, advice, or guidance regarding trades, investments, tax matters, or any similar issues.We do not act as your bank, broker, intermediary, agent, advisor, or fiduciary in any capacity concerning the Services. Nothing in these Terms will be construed as creating a partnership, joint venture, or any association for profit between you and 'EukaPay' ('EukaOTC'). These Terms strictly govern the provision of Services and do not imply or establish any other form of legal relationship.
Risks
Market Risk: Cryptocurrencies are highly volatile and subject to significant fluctuations in valuation. The cryptocurrency market is relatively new and remains unpredictable, with no guarantees of stability. You acknowledge and accept full responsibility for all risks associated with the price fluctuations of any cryptocurrency you choose to hold. 'EukaPay' ('EukaOTC') disclaims all liability for any losses incurred by Merchants while buying, selling, trading, or using cryptocurrencies in any manner, and you agree to hold us harmless from such losses;
Liquidity Risk: All financial markets, including those for cryptocurrencies, have varying levels of liquidity. There is no assurance that an active market will always be available to buy, sell, or trade cryptocurrencies or related products. You accept the inherent liquidity risks associated with participating in cryptocurrency markets;
Legal Risk: The legal status of cryptocurrencies varies across jurisdictions and may be undefined or subject to change. This uncertainty can affect the legality of holding, trading, or transacting in specific cryptocurrencies. You are solely responsible for understanding and complying with the laws and regulations applicable to the purchase, ownership, use, and taxation of cryptocurrencies in your jurisdiction;
Exchange Risk (Counterparty Risk): Holding cryptocurrencies, whether personally or through third-party custodians, entails risks such as security breaches, contractual violations, and potential loss. You bear full responsibility for implementing and maintaining appropriate security measures to safeguard the cryptocurrencies you hold or accept. 'EukaPay' ('EukaOTC') does not assume liability for losses related to these risks;
Trading Risk: In addition to liquidity risks, the value of cryptocurrencies is highly volatile and can fluctuate rapidly. Participants in cryptocurrency markets should carefully monitor their positions and holdings, as these may be significantly impacted by sudden and adverse market changes. You are responsible for managing the risks associated with trading and market activity;
Suspicious Use and Right to Reject a Transaction
Is unauthorized or in breach of these ‘EukaPay Send Terms’ or any agreement between 'EukaPay' and the Merchant or Customer.
Poses a risk to the security or integrity of the Services, or to the interests of you, other Merchants, Customers, or processors.
Is suspected of being associated with fraudulent activity, money laundering, terrorist financing, or any other criminal acts.
Termination of Account
'EukaPay' ('EukaOTC') reserves the right, at its sole discretion, to permanently or temporarily terminate or suspend your access to the Website, Services, or your Account, with or without notice and without liability, for any reason or no reason, including but not limited to:
Your use or attempted use of your Account for unlawful or improper activity in violation of applicable laws or regulations.
Your engagement in fraudulent or suspicious activities through your Account.
Your cessation of operations, transfer of substantially all assets, or occurrence of bankruptcy or insolvency.
Your breach of these Terms of Service.
Upon termination, regardless of the reason:
You must immediately discontinue all use of the Services and fulfill any outstanding obligations, including payment of any fees incurred prior to termination.
You agree that 'EukaPay' ('EukaOTC') will not be liable for any damages, losses, or compensation related to the termination or suspension of your access to the Website, Services, or Account.
Taxes
No Professional Advice
Security
Privacy
Indemnification
Your use of or access to the Website and Services, including any acts or omissions by you, users of your account, or any data or content transmitted or received by you;
Your violation of any part of these Terms of Service, including, without limitation, your breach of any representations or warranties;
Your violation of any third-party rights, including, without limitation, any rights of privacy or intellectual property rights;
Your violation of any applicable law, rule, or regulation;
Any User Content you submit to the Website or Services, including misleading, false, or inaccurate information;
Your willful misconduct; or
Any third party's access to or use of the Website or Services using your unique username, password, or other security credentials.
Disclaimers; No Warranties
The Website and the Services are provided on an “as is” and “as available” basis with all faults. Use of the Website and the Services is at your own risk. To the maximum extent permitted by applicable law, the Website and the Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from a EukaPay Party or through the Website or the Services will create any warranty not expressly stated herein. Without limiting the foregoing, the EukaPay Parties do not warrant that the content is accurate, reliable or correct; that the Website and the Services will meet your requirements; that the Website and the Services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Website and the Services are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Website or the Services is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Website or the Services.
EukaPay does not warrant, endorse, guarantee, or assume responsibility for any product or site advertised or offered by a third party through the Website or the Services or any hyperlinked website or site, and EukaPay will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
We may, without prior notice, change the Website or the Services; stop providing the Website or the Services or features of the Website or the Services to you or to users generally; or create usage limits for the Website or the Services. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Website or the Services or any part thereof.
Assumption of Risk; Limitation of Liability
Hacking, tampering, or other unauthorized access to or use of the Website, Services, or any information stored therein.
Errors, mistakes, or inaccuracies in the content provided.
Personal injury or property damage of any nature resulting from your access to or use of the Website or the Services.
Unauthorized access to or use of our secure servers and/or any personal information stored therein.
Interruption or cessation of transmission to or from the Website or Services.
Bugs, viruses, Trojan horses, or similar malicious elements that may be transmitted to or through the Website or Services by any third party.
Errors or omissions in any content, or any loss or damage incurred as a result of content being posted, emailed, transmitted, or otherwise made available through the Website or Services.
User Content or the defamatory, offensive, or illegal conduct of any third party.
Limitations as Allowed by Law
Record Keeping
To the extent required by applicable laws and regulations, 'EukaPay' ('EukaOTC') will maintain records of all documentation and information associated with your Account for the duration of its active use and for a period following the closure of your Account, as mandated by applicable legal and regulatory requirements.
As required by applicable laws and regulations, you must retain all records necessary to fulfill orders for goods or services and to provide post-sale support to your Customers. 'EukaPay' ('EukaOTC'), its auditors, regulators, or other relevant authorities may request access to and inspection of your business records. Such requests may be made with reasonable advance notice or, if required by law or regulatory authorities, with immediate effect. Failure to comply with such requests may result in the suspension or termination of your Account, as well as other actions necessary to ensure compliance with applicable legal and regulatory obligations.
EukaPay may share information about your Account, related activities, and transactions with law enforcement, regulators, and government agencies when required by law. Similarly, you are permitted to share relevant information about EukaPay’s services with such authorities as needed.
Information Sharing
Waiver
Severability
Governing Law; Jurisdiction; Dispute Resolution through Arbitration
These Terms of Service are entered into in the Province of Ontario and shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the applicable laws of Canada. Subject to Section 28(b), you irrevocably agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario, or any other judicial district or jurisdiction designated by EukaPay, in connection with any and all disputes, controversies, or claims arising out of or relating to these Terms of Service, the Services, or their subject matter. You further agree to the following:
Limitation Period: Any claim or action to enforce these Terms of Service must be initiated within two (2) years from the date the cause of action arose
Limitation on Damages: Recovery in connection with any claim will be limited to direct out-of-pocket expenses. No punitive, incidental, or consequential damages may be sought or awarded, except that the prevailing party shall be entitled to reasonable costs and legal fees.
Individual Actions Only: All claims must be brought individually and not as part of any class action, group claim, or representative proceeding.
Arbitration
Any controversy, dispute, disagreement, or claim arising out of, relating to, or in connection with these Terms of Service, the Services, or any breach thereof—including any question regarding their existence, validity, or termination—shall be resolved exclusively through final and binding arbitration conducted under the Arbitration Act, 1991 (Ontario) (the “Act”). The arbitration shall be governed by the following provisions:Selection of Arbitrator: A single arbitrator shall be appointed in accordance with the Act.
Cost Allocation: The parties shall equally share the arbitrator’s fees and any facility fees. Each party shall bear its own legal costs and expenses, unless otherwise determined by the arbitrator. The arbitrator shall have the authority to award fees, costs, and expenses in their decision.
Language of Arbitration: The arbitration proceedings shall be conducted in English.
Finality of Decision: Any decision rendered by the arbitrator shall be final and binding on the parties and their respective successors and assigns. The decision shall not be subject to appeal on questions of law, fact, or mixed questions of law and fact.
Equitable Relief
Notwithstanding the foregoing, 'EukaPay' ('EukaOTC') reserves the right to seek injunctive or equitable relief in a court of competent jurisdiction for any breach of confidentiality obligations, intellectual property violations, or other matters where such remedies may be appropriate. Such rights shall not be restricted by the arbitration provisions of this Section.Entire Agreement; Language
Surviving Provisions
Force Majeure
Natural disasters such as floods, extraordinary weather conditions, earthquakes, or other acts of God;
Fires, wars, insurrections, or riots;
Labour disputes or industrial actions;
Accidents or actions by governmental authorities;
Power outages, communication failures, or disruptions;
Malfunctions of equipment, systems, or software.
Definitions
‘OTC Service’: The over-the-counter (OTC) service provided by 'EukaPay' ('EukaOTC'), facilitating direct trades of cryptocurrency and fiat between the parties, using a dedicated chat broker to assist in the execution of transactions.
‘Chat Broker’: The 'EukaPay' ('EukaOTC')-assigned broker who facilitates and manages the OTC Service, providing quotes, assisting with trade execution, and ensuring communication between the parties throughout the trade process.
‘Crypto Wallet Address’: A unique alphanumeric identifier associated with a cryptocurrency wallet, used to receive and send cryptocurrency.
‘Cryptocurrency’: A type of digital or virtual currency that uses cryptography for security and operates on decentralized networks, typically based on blockchain technology. Examples include Bitcoin, Ethereum, and other blockchain-based tokens.
‘Cryptocurrencies’: A broad category of assets that exist in a digital form and include cryptocurrencies, tokens, and any other types of assets that are represented and transacted digitally.
‘Trade Pair’: The specific combination of two different currencies being exchanged in a transaction, such as Crypto to Fiat (e.g., Bitcoin to USD) or Fiat to Crypto (e.g., USD to Ethereum).
‘RFQ’ (Request for Quote): A formal request made by the Counterparty to receive a quote for a specific trade pair and amount. The RFQ is used to inquire about the potential price and terms for executing a transaction, with the understanding that the provided quote is indicative and subject to market conditions.
NUCL Technologies Inc. (“EukaOTC,” “our,” “we,” or “us”) operates as a non-custodial digital currency exchange. Our platform allows users to securely buy and sell certain digital currencies in exchange for fiat currencies through an over-the-counter trading desk (“OTC”) (collectively referred to as the “Services”).
NUCL Technologies Inc. is a private company with limited liability, having its registered address at 5000 Yonge St, Suite 1901, Toronto, Ontario M2N 7E9, and registered with the trade register of the Ontario Business Registry under number 701349474. For simplicity, we will use the term “EukaPay” in these EukaOTC Terms to refer to the EukaPay entity with which you have a contractual relationship.
'EukaPay' ('EukaOTC') retains the sole discretion to refuse or decline to complete any transaction through its Services if there is reason to believe that the transaction:
By using the Services, you explicitly authorize and consent to EukaPay sharing any relevant information regarding such transactions, including your personal and transactional data, with legal, regulatory, or enforcement authorities as necessary to comply with applicable laws and ensure the security and lawful operation of its Services.
It is solely the Merchant’s responsibility to determine what taxes, if any, apply to the transactions, sale of goods or services, or payments received through the use of the Services, and to ensure the proper calculation, collection, reporting, and remittance of such taxes to the appropriate tax authorities. 'EukaPay' ('EukaOTC') is not responsible for determining whether taxes apply to your transactions, nor will we calculate, collect, report, or remit any taxes on your behalf.
You acknowledge that 'EukaPay' ('EukaOTC') may, as required by applicable law, provide certain reports to tax authorities regarding transactions we process and Merchants for whom we provide processing services. Additionally, we reserve the right to report payment transactions to relevant revenue or taxing authorities to the extent required by law. By using the Services, you agree to comply with all applicable tax laws and regulations in your jurisdiction and indemnify 'EukaPay' ('EukaOTC') against any liability arising from your failure to meet your tax obligations.
All information provided on the Website and through the Services is for informational purposes only and should not be interpreted as professional advice. You are encouraged to seek guidance from your own legal, financial, tax, or other professional advisors who are licensed or qualified in the applicable field. 'EukaPay' ('EukaOTC'), the Website, and the Services do not offer legal, financial, tax, or any other form of professional advice. No actions should be taken based on the information available on the Website or through the Services without first consulting an independent professional advisor. By using the Services, you acknowledge and accept that reliance on any information from the Website or Services without seeking independent advice is solely at your own risk.
'EukaPay' ('EukaOTC') employs commercially reasonable physical, managerial, and technical safeguards to maintain the integrity and security of your personal information and to enforce your privacy settings. These measures are designed to protect your data from unauthorized access, use, or disclosure. However, you acknowledge and accept that no system is completely secure, and 'EukaPay' ('EukaOTC') cannot guarantee that unauthorized third parties will never bypass our security measures or misuse your personal information. By using the Services, you agree that you provide your personal information at your own risk, and 'EukaPay' ('EukaOTC') shall not be held liable for unauthorized access to or use of your information beyond our control.
You understand that by using the Website and our Services you consent to the collection, use and disclosure of personally identifiable information and aggregate data, and to have your personally identifiable information collected, used, transferred to and processed in accordance with our Privacy Policy, a copy of which can be found at: eukapay.com/legal/privacy.
You agree to defend, indemnify, and hold harmless 'EukaPay' ('EukaOTC') and its suppliers, partners, licensors, dealers, representatives, associates, affiliates, and their respective employees, contractors, agents, representatives, shareholders, advisors, counsel, officers, directors, and their heirs, administrators, executors, successors, and assigns (collectively, the "EukaPay Parties") from and against any and all claims, damages, obligations, losses, liabilities, interest, judgments, costs, debts, and expenses (including, but not limited to, legal fees and disbursements) arising from, related to, or in connection with:
You agree to cooperate as fully as reasonably required in the defense of any claim. 'EukaPay' ('EukaOTC') reserves the right to assume exclusive control of the defense or settlement of any matter subject to indemnification under this provision, and you agree not to settle any matter without prior written consent from 'EukaPay' ('EukaOTC').
To the maximum extent permitted by applicable law, you agree that under no circumstances shall any 'EukaPay' ('EukaOTC') Party be held liable for any indirect, punitive, incidental, special, consequential, or exemplary damages. This includes, but is not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses arising out of or related to your use of, or inability to use, the Website or the Services.
'EukaPay' ('EukaOTC') shall not be held responsible for any damage, loss, or injury resulting from:
If, notwithstanding the other provisions of these Terms of Service, a 'EukaPay' ('EukaOTC') Party is found to be liable for any claims, liabilities, damages, losses, or costs, you agree that the liability of such 'EukaPay' ('EukaOTC') Party shall not exceed the total amount you paid to 'EukaPay' for the Services during the six (6) months preceding the event giving rise to the claim.
This limitation applies regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if 'EukaPay' ('EukaOTC') has been advised of the possibility of such damages.
Federal law, as well as the laws of some states, provinces, and other jurisdictions, may not permit the exclusion or limitation of certain implied warranties or the exclusion or limitation of incidental or consequential damages. As a result, the limitations or exclusions outlined above may not apply to you.These Terms of Service grant you specific legal rights, and you may also have additional rights that vary by jurisdiction. The disclaimers, exclusions, and limitations of liability described in these Terms of Service will only apply to the extent allowed by applicable law.
You hereby authorize us to share information about you, your Account and Account activity with law enforcement, regulators and government agencies.
No waiver of any provision under these ‘EukaOTC Terms of Service’ by either party will be valid unless explicitly stated in writing and signed by the party granting the waiver. Such a waiver will not be construed as a waiver of any other failure, breach, or default, regardless of whether it is of a similar or different nature, or whether it occurred before or after the granted waiver. The failure or delay by either party to exercise any right, remedy, power, or privilege under these Terms will not constitute or be interpreted as a waiver of that right, remedy, power, or privilege. Additionally, a single or partial exercise of any right, remedy, power, or privilege will not preclude further exercises or the exercise of any other right, remedy, power, or privilege provided under these Terms.
If any provision or portion of these Terms of Service is deemed illegal, invalid, or unenforceable by a court of competent jurisdiction, such determination will not affect the validity or enforceability of the remaining provisions. The unaffected portions of these Terms will remain in full force and effect, and the application of the invalid or unenforceable provision in circumstances other than those declared illegal or unenforceable will continue to the fullest extent permitted by law.
These Terms of Service, along with all documents incorporated by reference, constitute the entire agreement between 'EukaPay' ('EukaOTC') and you regarding your use of the Website and the Services.
The parties agree that the English language shall govern these Terms of Service and all related documents. Each party waives any right, whether statutory or otherwise, to rely on or use any other language or translation for these Terms or related materials.
Notwithstanding the expiration or termination of the Terms, those rights and obligations that are stated to or which by their nature are intended to survive such expiration or termination shall survive, including Sections 1-32.
'EukaPay' ('EukaOTC') shall not be held responsible or liable for any errors, delays, losses, or damages resulting from events beyond our reasonable control (each, a “Force Majeure Event”).
Force Majeure Events include, but are not limited to:
In the event of a Force Majeure Event, 'EukaPay' ('EukaOTC') will make reasonable efforts to mitigate the impact but will not be liable for any resulting disruptions to the Services.