Terms of Use | Holden

OVER-THE-COUNTER SERVICE TERMS OF USE

Last updated on September 10, 2026

1. INTRODUCTION AND ACCEPTANCE

Current Status Notice.

Access to the Website does not entitle any User to receive OTC Services. The availability of OTC Services is subject to completion of the Company’s registration with Financial Transactions and Reports Analysis Centre of Canada (hereinafter – “FINTRAC”) and any other applicable legal or regulatory requirements.

1.1. Corporate Identity

Welcome to HOLDEN TRANSFER INC. (hereinafter – “Company”, “We”, “Our” or “Us”). We are a legal entity duly incorporated and validly existing under the laws of Alberta, Canada, bearing the Corporate Access Number: 2028406771, with registered office located at 700-602 12 AVENUE SW, Calgary, Alberta, T2R1J3, Canada.

1.2. Scope of the Agreement

These OTC Service Terms of Use (hereinafter – “Terms”), together with our Privacy Policy, Anti-Money Laundering (hereinafter – “AML”) and Anti-Terrorist Financing (hereinafter – “ATF”) Notice, and any other specific transaction agreements, schedules or guidelines provided to you during the onboarding process, constitute a legally binding agreement between you (hereinafter – “Client“, “User“, or “You“) and the Company. These Terms govern Your access to and use of the Company’s website (hereinafter – “Website”), dedicated communication channels (including secure messaging applications), and OTC fiat-to-virtual currency and virtual currency-to-fiat exchange services (collectively, the “Services“).

For the purposes of these Terms, “Account” means any client profile, access arrangement or record established by the Company for a Client in connection with onboarding, verification, communications or the provision of Services, whether maintained through the Website, a dedicated communication channel or another system approved by the Company. A Client Account does not constitute a bank Account, payment Account, custodial wallet, deposit Account or stored-value Account and does not represent any ongoing custody or safekeeping of fiat currency or virtual currency by the Company.

1.3. Explicit Acceptance and Electronic Consent

By accessing our site, initiating a registration process, communicating with our OTC desk, or otherwise engaging our Services, you acknowledge that you have carefully read, completely understood, and irrevocably agreed to be bound by these Terms in their entirety. Furthermore, you consent to execute transactions and receive all relevant notices, disclosures, and communications electronically. If you do not agree with any provision set forth herein, you must immediately cease all access to and use of our Services.

1.4. Eligibility and Corporate Authority

By accepting these Terms, you represent and warrant that you are at least eighteen years of age (or the age of legal majority in your jurisdiction of residence) and possess the full legal capacity to enter into a binding contract. If you are accessing or using the Services on behalf of a legal entity (such as a corporation, partnership, or trust), you represent and warrant that you are a duly authorized representative of such entity with the full legal authority to bind that entity to these Terms. In such instances, the terms “Client“, “User“, or “You” shall refer directly to that legal entity.

2. JURISDICTIONAL FOCUS AND REVERSE SOLICITATION

2.1. Operational Jurisdiction and Compliance

The Company’s Services are designed to comply with applicable Canadian federal and provincial laws. The Company does not actively direct its business operations, marketing campaigns, or promotional activities toward individuals or corporate entities residing or domiciled in jurisdictions where it is not explicitly authorized to operate.

2.2. No Active Solicitation in the EU/EEA

Specifically, the Company does not actively market, advertise, or solicit its Services to persons or entities established, resident or otherwise located within the European Union (hereinafter – “EU”) or the European Economic Area (hereinafter – “EEA”). This website, alongside any associated informational materials, is published for general informational purposes only and does not constitute a public offering, financial promotion, or an active inducement to engage in digital asset transactions within the EU/EEA.

2.3. The Reverse Solicitation Mechanism

Where the Company provides Services to a Client located in the EU, EEA or another jurisdiction in which the Company does not actively market or solicit its Services, such Services may be provided only where permitted under applicable law, including, where relevant, where the Client has initiated the relationship or requested the relevant Service on its own exclusive initiative.

Whether a particular interaction qualifies as reverse solicitation will be assessed based on the actual circumstances and applicable law and will not be determined solely by any contractual acknowledgement or representation.

2.4. Client Acknowledgement

A Client relying on reverse solicitation represents that it has independently initiated the relevant request for Services and has not been directly solicited or targeted by the Company in connection with that specific Service or transaction.

3. NATURE OF OTC SERVICES

3.1. Scope of Services

The Company provides bespoke, OTC exchange services facilitating the conversion strictly between supported virtual and fiat currencies. The Company does not support, offer, or execute direct virtual currency-to-virtual currency exchanges. Our Services are tailored primarily for high-net-worth individuals, institutional participants, and corporate clients seeking to execute high-volume virtual currency conversions securely and efficiently.

3.2. Supported Assets and Discretion

The specific virtual and fiat currencies available for exchange are determined solely at the Company’s discretion. The Company reserves the right to add, suspend, or permanently remove support for any blockchain network or fiat-to-virtual currency pair at any time without prior notice, based on market liquidity, regulatory considerations, or internal risk management policies.

3.3. Transaction-Related Arrangements

Potential transactions involve virtual currency, fiat currency, blockchain networks, banking channels, liquidity sources, settlement providers, exchanges, or other third-party infrastructure. We may use such third-party providers and infrastructure in connection with transaction discussions, operational processes, liquidity access, asset conversion, or transaction execution. The Company does not guarantee any specific execution model, pricing mechanism, or timeframe for settlement.

3.4. Pricing and Commercial Terms

All commercial, operational, legal, settlement, asset, pricing, fee, timing, wallet, bank Account, and transaction-specific terms shall be agreed separately between the Company and the relevant Client. No transaction or quote is binding on us unless and until we have completed the applicable compliance checks, provided individual settlement instructions, and you have accepted such terms in the manner required by the Company.

3.5. Settlement Mechanisms

Where a transaction is approved, settlement occurs through banking institutions, payment providers, or other third-party infrastructure determined by us.

Asset Transfers: You must transfer fiat or virtual currencies only to the specific bank Accounts or wallet addresses communicated or confirmed by the Company. Such addresses or infrastructure may be provided through third-party custodians, exchanges, or liquidity venues engaged by us.

Third-Party Delays: We are not responsible for any delays, processing times, or failures caused by banking intermediaries, blockchain network congestion, or third-party service providers.

3.6. Non-Custodial and Non-Advisory Nature

No Custody: We do not provide custodial or safekeeping services for virtual currency. All exchanged assets must be settled and withdrawn to your external bank Account or private wallet immediately upon the completion of a transaction.

No Advisory Services: The Company does not provide investment, legal, tax, Accounting, fiduciary, financial, or brokerage services through the Website. Nothing contained in any communication with us shall be construed as investment advice or an endorsement to enter into any transaction. You are solely responsible for your own independent assessment of any transaction.

4. ONBOARDING AND COMPLIANCE (KYC/KYB/KYT)

4.1. Commitment to AML/ATF Compliance

The Company is committed to combating money laundering, terrorist financing, and illicit financial activities. To access our Services, all prospective Clients must successfully complete our comprehensive verification and onboarding procedures.

4.2. Individual Client Onboarding (Know Your Customer (hereinafter – “KYC”))

For natural persons, the Company requires the submission of valid, government-issued identity documents, verifiable documentary evidence establishing the Source of Funds, proof of residential address, and completion of automated biometric verification (Liveness checks) prior to accessing any Services

4.3. Corporate Client Onboarding (Know Your Business (hereinafter – “KYB”))

For legal entities, the Company enforces a multi-tier due diligence process. Before any Service is rendered or transaction is executed, the corporate Client must provide the following documentation and information:

Corporate Identity: A recent Certificate of Incorporation, Certificate of Good Standing (or equivalent local extract), and a copy of the Memorandum and Articles of Association (or operational bylaws).
Corporate Structure: A detailed corporate ownership and control structure chart, tracing ownership up to the ultimate holding level.
Ultimate Beneficial Owners (UBOs): Full identification of all natural persons who ultimately own or control twenty-five percent (25%) or more of the shares, voting rights, or ownership interests in the entity, or who exercise effective control over the management of the entity, including Identity verification, including government-issued identification and Liveness checks, proof of residential address.
Directors and Authorized Representatives: Identity verification, including government-issued identification and Liveness checks, proof of residential address, for all active directors, officers, and individuals authorized to execute transactions or bind the entity on behalf of the corporate Client.
Address Verification: Documentary proof of the entity’s registered legal address, as well as its primary principal operating address (if different).
Financial Integrity: Comprehensive, verifiable documentary evidence establishing the entity’s Source of Funds and overall Source of Wealth, alongside a clear description of the nature of the business and the intended purpose of utilizing the Company’s OTC Services.

4.4. Enhanced Due Diligence

The Company utilizes a risk-based approach to compliance. We reserve the right to apply Enhanced Due Diligence (hereinafter – “EDD”) measures at our sole discretion. This may include requesting audited financial statements, tax declarations, commercial invoices, or conducting deeper background checks on the entity, its UBOs, and any affiliated Politically Exposed Persons.

4.5. Continuous Transaction Monitoring (Know Your Transaction (hereinafter – “KYT”)) and Blockchain Analytics

Compliance does not end at onboarding. The Company may use automated identity verification systems and blockchain analytics tools to monitor transactions and assess wallet-related and transaction-related risks on a risk-based basis.

The Company may screen external wallet addresses and blockchain activity using appropriate compliance and blockchain analytics tools to identify exposure to illicit, sanctioned or otherwise elevated-risk activity.

Any transaction flagged by our risk engine as suspicious, unusually large, or deviating from the Client’s established risk profile may be delayed, suspended or placed under additional compliance review.

4.6. Sanctions Screening and Prohibited Jurisdictions

The Company screens Clients, counterparties and transactions against sanctions and restrictive measures applicable to it under Canadian law. The Company may also take into Account United Nations, United States, European Union and other sanctions or screening sources as part of its internal risk-based compliance framework.

4.7. Absolute Right of Refusal and Account Suspension

The Company retains the right to refuse onboarding, restrict or suspend access to the Services, delay, suspend or reject a transaction, or terminate a business relationship, with or without prior notice, where permitted by applicable law, including where:

We detect an elevated compliance risk;
The Client fails to provide requested EDD documentation in a timely manner;
The Client provides forged, outdated, or misleading information;
To the extent permitted by law, the Company is not obligated to disclose the specific reasons for any restriction, rejection, suspension or termination of the business relationship.

4.8. Data Collection and Privacy Policy

Your use of the Services is subject to the Company’s Privacy Policy. The Company collects and processes information submitted during onboarding procedures, compliance reviews, secure communications, and transaction execution. This includes information required for identity verification, AML/ATF compliance, fraud prevention, risk management, and regulatory record-keeping.

4.9. Disclosure to Third Parties

You acknowledge that the Company may disclose personal, corporate and transaction information to third-party service providers, counterparties and competent authorities where reasonably necessary to provide the Services, conduct compliance procedures, prevent fraud, manage risk, or comply with applicable legal and regulatory obligations, in accordance with the Company’s Privacy Policy and applicable law. This includes, but is not limited to:

Third-party KYC/KYB providers utilized for identity verification, document authentication, and biometric Liveness checks.
Services used for monitoring wallet addresses, identifying illicit activities, and ensuring Travel Rule compliance associated with virtual currencies.
Financial institutions, payment processors, and liquidity providers involved in the settlement of fiat funds and conversion transactions.
FINTRAC and other competent governmental, regulatory or law-enforcement authorities where such disclosure is required or permitted by applicable law.

4.10. Data Retention

You acknowledge that communications, compliance documentation, transaction-related information, and other records may be retained by the Company for the period required by applicable Canadian law (including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (hereinafter – “PCMLTFA”)) and internal risk management procedures, even after termination of the business relationship or cessation of Your use of the Services.

5. PROHIBITED USES AND RESTRICTED ACTIVITIES

The Client agrees and warrants that they will not access the Service, utilize our communication channels, or engage in any OTC Services for any unlawful, unauthorized, unethical, or high-risk purpose. The Company maintains a zero-tolerance policy towards illicit financial activities.

The following list of prohibited activities is illustrative and non-exhaustive. By using our Services, you expressly agree that you will not engage in, facilitate, or support any of the following:

5.1. AML, ATF, and Sanctions Violations

Money Laundering & Obfuscation: Using the Services to hide, obscure, or disguise the origin, destination, or ownership of illicitly obtained fiat funds or digital assets.

Sanctions Evasion: Transacting with, or routing funds to/from, entities, wallet addresses, or individuals listed on consolidated sanctions lists administered by the Government of Canada, the United Nations Security Council, the Office of Foreign Assets Control, or the European Union.

Prohibited Jurisdictions: Engaging in business or initiating transfers connected to jurisdictions or territories prohibited under applicable law or designated by the Company as prohibited or restricted under its internal risk-based framework, including jurisdictions identified by the Financial Action Task Force (hereinafter – “FATF”) as presenting elevated money laundering or terrorist financing risks, where applicable.

Mixing and Tumbling: Utilizing privacy coins, advanced mixing/tumbling services, or chain-hopping protocols explicitly designed to obfuscate transaction trails prior to, or immediately after, settlement with the Company.

5.2. Fraud, Deception, and System Manipulation

Identity Fraud: Providing false, forged, outdated, or misleading documentation during the KYB/KYC onboarding process, or impersonating another person, corporation, or authorized representative.

System Manipulation: Engaging in abusive tactics, attempting to artificially inflate transaction volumes, or exploiting Service to manipulate the Company’s conversion rates or settlement processes.

Deceptive Information: Falsifying the declared Source of Funds or intended purpose of the business relationship.

5.3. Unlicensed and High-Risk Commercial Activities

Unregistered Financial Services: Operating unregistered money transmission businesses, shell banks, unlicensed digital asset exchanges, or unauthorized credit institutions.

Unlicensed Gambling: Facilitating unlicensed or offshore gambling, sports betting, lotteries, or unregulated games of chance.

Predatory Financial Schemes: Operating, promoting, or participating in Ponzi schemes, multi-level marketing programs, high-yield investment programs, or unauthorized Initial Coin Offerings lacking appropriate regulatory clearance.

5.4. Illicit Trade, Exploitation, and Prohibited Goods

Narcotics and Pharmaceuticals: Financing or transacting in illegal narcotics, controlled substances, or the unauthorized sale of prescription drugs and pharmaceuticals.

Weapons and Munitions: Dealing in unauthorized firearms, weapons, explosive materials, or dual-use goods without proper export controls.

Exploitation: Any involvement whatsoever in human trafficking, forced labor, or the creation and distribution of child sexual abuse materials.

Stolen and Counterfeit Goods: Transacting in counterfeit products, stolen intellectual property, or goods acquired through illegal means (including hacked digital assets or stolen NFTs).

5.5. Platform Abuse and Technological Interference

Cyber Threats: Deploying malicious software, ransomware, viruses, or utilizing the platform’s infrastructure to launch cyberattacks (e.g., DDoS).

Automated Abuse: Using unauthorized automated scripts, bots, scrapers, or AI tools to extract data, interact with our communication channels, or manipulate conversion mechanisms without the Company’s express written consent.

Circumvention: Bypassing, circumventing, or attempting to spoof geographic IP restrictions (e.g., using VPNs or proxies to mask access from prohibited jurisdictions) or compliance-based access controls.

IP Infringement: Reverse engineering, decompiling, or infringing upon the Company’s proprietary software, APIs, workflows, or branding.

5.6. Enforcement and Consequences of Breach

The Company may monitor Service activity and blockchain transactions for compliance purposes. If the Company reasonably suspects that a Client has violated this Section 5, the Company may, where permitted by applicable law, take appropriate action without prior notice, including:

restricting or suspending access to the Services or terminating the business relationship;
delaying, suspending, rejecting or declining to complete a pending OTC transaction or settlement;
making any report or disclosure to FINTRAC or another competent authority where required or permitted by applicable law;
Taking legal action to recover any direct or indirect damages, compliance fines, or reputational harm incurred by the Company as a result of the Client’s breach.

6. SETTLEMENT, FEES, AND COMMERCIAL TERMS

6.1. Individual Agreements and Fee Structure

All commercial, operational, and pricing terms, including but not limited to applicable fees, margins, spreads, and conversion rates, are negotiated on a case-by-case basis. Such terms will be set forth exclusively in separate, non-public individual agreements or specific transaction confirmations between the Client and the Company. The Company does not guarantee any specific conversion rate or fee structure publicly on the Website.

6.2. Non-Binding Nature of Communications and Quotes

Any estimated conversion rates, market updates, or Request for Quote responses provided by the Company via the Website, email, or secure communication channels are strictly for informational purposes.

No Offer or Guarantee: Such communications do not constitute a legally binding offer, a guarantee of price, or a commitment by the Company to process a transaction at the stated rate.

Binding Obligation: No transaction becomes legally binding upon the Company until all compliance checks are completed, individual settlement instructions are provided, and both parties have formally accepted the final terms in accordance with their separate individual agreements.

6.3. Settlement Timelines and Cancellation

Where a transaction is approved and terms are agreed upon individually, the Client must transfer the exact amount of fiat or virtual currencies to the Company within the settlement window specified in their specific transaction confirmation.

Cancellation Rights: If the Client fails to transfer the required assets within the stipulated timeframe, the Company reserves the right to unilaterally cancel the pending transaction at its sole discretion, without any liability to the Client. Any specific consequences, penalties, or liabilities for a Client’s failure to settle will be governed by the Client’s separate individual agreement with the Company.

6.4. Fiat Settlement Protocols

No Third-Party Payments: To comply with strict AML regulations, all fiat currency transfers must originate from a bank Account held in the verified Client’s own name of the verified Client. The Company may reject third-party payments and, where legally and operationally permissible, return such funds to their source.

Banking Delays: The Company is not responsible or liable for any settlement delays caused by the global banking system (e.g., SWIFT/SEPA processing times), corresponding bank reviews, or compliance holds placed by the Client’s financial institution.

6.5. Virtual Currency Transfer Protocols and Risks

Virtual currency transfers may be irreversible once submitted to or confirmed on the relevant blockchain network.

Exact Routing: The Client is solely and exclusively responsible for ensuring that virtual currencies are sent to the precise alphanumeric wallet address provided by the Company, utilizing the correct and specific blockchain network (e.g., distinguishing between ERC-20, TRC-20, or native networks).

Loss of Assets: The Company does not guarantee that incorrectly transferred virtual currency can be recovered and shall have no obligation to undertake recovery efforts, except where otherwise agreed or required by applicable law.

6.6. Taxation

The Company’s intended OTC Services do not include tax advisory services.

Client Responsibility: The Client is exclusively responsible for determining what, if any, taxes apply to their conversion transactions. It is the Client’s sole obligation to determine, report and pay any taxes or other fiscal obligations applicable to its transactions in accordance with the laws of the Client’s jurisdiction.

No Withholding: Unless expressly mandated by applicable Canadian law or a binding court order, we will not withhold, collect, or remit taxes on behalf of the Client.

7. DISCLAIMERS AND LIMITATION OF LIABILITY

7.1. “AS IS” and “AS AVAILABLE” Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE CANADIAN LAW, THE SERVICES, COMMUNICATION CHANNELS, AND ALL OTC SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY EXPLICITLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, SECURE, ERROR-FREE, OR COMPLETELY IMMUNE TO CYBER THREATS, NOR DOES THE COMPANY GUARANTEE THE AVAILABILITY OF ANY QUOTE OR THE COMPLETION OF ANY PROPOSED TRANSACTION BEFORE IT HAS BECOME BINDING IN ACCORDANCE WITH THE APPLICABLE TRANSACTION-SPECIFIC TERMS.

7.2. Acknowledgment of Inherent Risks

By utilizing the Services, the Client expressly acknowledges and assumes all risks associated with virtual currencies. The Company shall not be liable for any losses or damages resulting from:

Extreme conversion rate volatility, sudden liquidity shifts, or pricing anomalies;
Blockchain network failures, severe network congestion, or exorbitant gas/miner fees;
Protocol changes, hard forks, or consensus vulnerability events (e.g., 51% attacks);
Bugs, exploits, or vulnerabilities inherent in third-party smart contracts, blockchain nodes, or decentralized protocols.

7.3. Exclusion of Consequential and Indirect Damages

To the maximum extent permitted by law, in no event shall the Company, its affiliates, shareholders, directors, officers, employees, agents, or third-party service providers be held liable for any indirect, incidental, special, punitive, exemplary, or consequential damages. This strict exclusion of liability applies to, without limitation:

Loss of actual or anticipated profits, revenues, or business opportunities;
Loss of data, loss of goodwill, or reputational harm;
Depreciation, devaluation, or complete loss of value of any virtual currency or fiat assets.
This limitation applies regardless of whether the damages arise from system outages, third-party banking delays, cyberattacks, regulatory enforcement actions, or any other cause, even if the Company has been advised of the possibility of such damages.

7.4. Third-Party Actions and Force Majeure

To the maximum extent permitted by applicable law, the Company shall not be liable for acts, omissions, delays or failures of independent third parties involved in the execution or settlement of transactions where such circumstances are outside the Company’s reasonable control. This includes, but is not limited to, liquidity providers, clearing banks, payment processors, internet service providers, or blockchain validators. Furthermore, the Company shall be excused from any performance delays or failures caused by events beyond its reasonable control (Force Majeure), including acts of God, war, terrorism, pandemics, severe civil unrest, or catastrophic telecommunication failures.

7.5. Maximum Aggregate Liability (Liability Cap)

To the maximum extent permitted by applicable law, the Company’s aggregate liability arising out of or in connection with a particular OTC transaction shall not exceed the amount directly affected by the event giving rise to the claim and, in any event, shall not exceed the total amount received by the Company from the Client in connection with that OTC transaction.

The foregoing limitation shall not apply to liability arising from the Company’s fraud, wilful misconduct or gross negligence, or to any liability that cannot lawfully be limited or excluded.

7.6. Client’s Indemnity Obligation

You shall indemnify, defend, and hold harmless the Company, its affiliates, shareholders, directors, officers, employees, contractors, service providers, and agents from and against any and all losses, liabilities, damages, claims, actions, proceedings, penalties, fines, costs, and expenses (including reasonable legal and professional fees) arising out of or in connection with:

Your breach of these Terms or any applicable individual agreement;
Your violation of any applicable laws, regulations (including AML/ATF and sanctions regimes), or third-party rights;
Any information, representation, or documentation (including KYC/KYB materials and Source of Funds declarations) provided by you that is false, inaccurate, misleading, unlawful, or outdated.

7.7. Scope of Indemnity

This indemnity applies to claims, disputes, investigations, enforcement actions or proceedings to the extent arising from any circumstance described in Section 7.6. The indemnity obligations apply regardless of whether the relevant claim is brought by a private third party or by a governmental, regulatory, administrative, or law enforcement authority.

7.8. Exclusions for Gross Negligence

The indemnity obligations under Sections 7.6 and 7.7 shall not apply to the extent that the relevant loss or damage has been finally determined by an arbitrator or court of competent jurisdiction to have resulted directly from the Company’s wilful misconduct, fraud, or gross negligence.

8. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

8.1. Company Ownership and Rights

All rights, title, and interest in and to the Services, and all associated technology are and shall remain the exclusive property of the Company and its licensors. This includes, but is not limited to, all source code, object code, technical workflows, security and compliance protocols, proprietary conversion mechanisms, databases, user interfaces, designs, text, graphics, and underlying operational concepts. These assets are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

8.2. Limited License Grant

Subject to your strict and continuous compliance with these Terms, the Company grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and fully revocable license to access and use the Services and communication channels. This license is granted strictly and solely for the purpose of initiating, negotiating, and settling authorized OTC transactions with the Company. No other right or license, express or implied, of any kind is granted to you hereunder.

8.3. License Restrictions and Prohibited Actions

To protect the integrity of our proprietary systems, intellectual property, and communication channels, you expressly agree that you shall not (and shall not permit any third party to):

Copy, reproduce, modify, translate, or create derivative works of any part of the Services, our interfaces, or our documentation;
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, security protocols, or underlying architecture of the Services;
Use any automated software, bots, web scrapers, spiders, or artificial intelligence (AI) crawlers to extract data, clone our interfaces for phishing purposes, or spam our OTC communication channels (including emails and secure messengers) with automated requests;
Access or utilize the Services for competitive analysis, benchmarking, or for the explicit purpose of building a competitive OTC desk or commercial offering;
Remove, alter, or obscure any copyright, trademark, or other proprietary rights notices incorporated in or accompanying the Services.

8.4. Trademarks and Branding

The Company owns or otherwise holds rights in the name HOLDEN TRANSFER INC., its logos, domain names, service marks and other distinctive brand features. You are prohibited from using any of our trademarks, branding, or trade dress in any public communications, marketing materials, press releases, or websites without obtaining our prior, explicit written authorization.

8.5. Feedback and Contributions

We welcome and encourage Client feedback, suggestions, and ideas for improving our Services (collectively, “Feedback”). However, by submitting any Feedback to the Company, you acknowledge and agree that such Feedback is non-confidential and that the Company shall own all rights, title, and interest in and to it. The Company shall be entitled to the unrestricted use, implementation, and commercial exploitation of any Feedback for any purpose, without any obligation of acknowledgment, attribution, or financial compensation to you.

8.6. Consequences of Infringement

Any unauthorized use of the Company’s intellectual property or breach of the license restrictions set forth in this Section 8 will result in the immediate and permanent termination of your Account and access to the Services. The Company reserves all rights to pursue all available legal and equitable remedies, including injunctive relief and claims for damages, to protect its proprietary assets.

9. AMENDMENTS AND MODIFICATIONS TO THE TERMS

9.1. Right to Modify

The Company reserves the right, at its sole and absolute discretion, to amend, update, revise, supplement, or replace these Terms at any time. Such modifications may be implemented to reflect changes in applicable Canadian or international laws, technological advancements, security protocols, or operational adjustments to our OTC Services.

9.2. Notification of Material Changes

When the Company makes material changes to these Terms – defined as changes that significantly alter your legal rights, financial obligations, or the scope of the Services – we may provide advance notice. This notification may be communicated to you by:

Sending an email to the primary email address registered to your verified Account;
Sending a direct notification via our designated secure communication channels (e.g., during transaction communications); or
Posting a prominent notice or banner on the Company’s official website.

9.3. Immediate Effect for Security and Compliance

Notwithstanding the notification procedures outlined in Section 9.2, you acknowledge and agree that the Company may implement certain amendments that will take effect immediately upon publication, without prior notice. These immediate modifications will be limited to changes necessary to:

Comply with urgent legal, tax, or regulatory mandates;
Address critical cybersecurity threats, system vulnerabilities, or technical exploits;
Prevent money laundering, fraud, or the financing of terrorism.

9.4. Acceptance by Continued Use

The revised Terms will always indicate the “Last Updated” date at the top of the document. It is your responsibility to periodically review these Terms for updates. Your continued access to the Website, submission of a transaction request, transfer of fiat or virtual currencies, or any other ongoing use of the Services following the effective date of the revised Terms shall constitute acceptance of, and agreement to be bound by, the updated Terms.

9.5. Client’s Sole Remedy

If you do not agree to any amended Terms, or if you are unable to comply with the revised requirements, your sole and exclusive remedy is to immediately cease all access to and use of the Services. You must complete any pending transactions or settlements and formally request the closure of your Account by contacting our compliance department.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. Governing Law

These Terms, and any non-contractual rights or obligations arising out of or in connection with them, shall be governed by, construed, and enforced exclusively in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. This applies without regard to, and expressly excludes, any conflict of laws principles or rules that would require or permit the application of the laws of any other jurisdiction.

10.2. Mandatory Informal Dispute Resolution

The Company values its Client relationships and prefers to resolve conflicts amicably. In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms, the Services, or the breach thereof, the complaining party must first send a formal written notice of the Dispute to the other party. You must send your notice to the Company’s official legal contact email. Upon receipt of the notice, both parties agree to use their best efforts to settle the Dispute through good-faith, confidential negotiations. You and the Company shall have sixty (60) calendar days from the date of receipt of the notice to resolve the Dispute informally before initiating any formal legal proceedings.

10.3. Binding Arbitration

To the extent that the Client is a consumer entitled to protections under the Consumer Protection Act (Alberta) or any other applicable mandatory consumer protection law, this Section 10.3 shall not require the Client to submit a dispute to arbitration where such requirement would be prohibited or unenforceable under applicable law. Such Client may elect, after the dispute has arisen, whether to resolve the dispute by arbitration or through a court of competent jurisdiction.

In all other cases, if the Dispute cannot be resolved through the mandatory informal negotiations within the stipulated sixty (60) day period, all such Disputes shall be referred to and finally resolved by binding arbitration under the applicable commercial arbitration legislation of Alberta.

The arbitration shall be conducted by a single arbitrator appointed by mutual agreement of the parties. If the parties are unable to agree on the appointment of the arbitrator within thirty (30) days, the arbitrator shall be appointed in accordance with the applicable arbitration legislation of Alberta. The seat, or legal place, of arbitration shall be Calgary, Alberta, Canada. The arbitral proceedings shall be conducted in the English language.

Confidentiality: The parties expressly agree that all arbitration proceedings—including the existence of the dispute, any information disclosed during the arbitration, the submissions of the parties, and the final arbitral award—shall remain strictly confidential, except as may be strictly required by applicable law or for the enforcement of the arbitral award.

10.4. Waiver of Class Actions and Representative Proceedings

To the maximum extent permitted by applicable Canadian law, any and all disputes, claims, or arbitration proceedings arising out of or in connection with these Terms or the Services shall be resolved strictly on an individual basis. You and the Company explicitly agree that neither party shall initiate, join, or participate as a plaintiff, class representative, or class member in any class action, collective proceeding, consolidated arbitration, or representative lawsuit against the other party.

10.5. Equitable and Injunctive Relief

Notwithstanding the mandatory informal dispute resolution and arbitration processes set forth in Sections 10.2 and 10.3, you acknowledge and agree that any breach of the provisions regarding Intellectual Property (Section 8), Prohibited Uses (Section 5), or confidentiality may cause immediate, severe, and irreparable harm to the Company, for which monetary damages would be fundamentally inadequate. The Company may seek interim, injunctive or other equitable relief from any court of competent jurisdiction where such relief is available under applicable law, without being required to complete the informal negotiation or arbitration process before seeking such relief.

10.6. Regulatory Cooperation

For the avoidance of doubt, nothing in these Terms limits the Company’s right to cooperate with regulators, governmental authorities, law enforcement agencies, compliance providers, or financial institutions in connection with any investigation, inquiry, legal process, sanctions matter, fraud prevention effort, or regulatory obligation.

11. CONTACT DETAILS

Holden Transfer Inc.

Registered Office: 700-602 12 AVENUE SW, Calgary, Alberta, T2R1J3, Canada

Company Registration Number: 2028406771

Email: holden.transfer@gmail.com