Terms and Conditions of Use OTC

FIRST. FULL AGREEMENT

By accessing and using our platform services, you agree to all the terms and conditions set forth herein, which constitute a legally binding agreement between you and us.

SECOND. PURPOSE

The present terms and conditions shall regulate the relationship between the user and us, regarding the operations carried out within the platform, which may be, by way of example but not limited to, the purchase or sale of virtual assets.

THIRD. DECLARATIONS

The user declares, in case of an individual account, that he/she is a natural person acting in his/her own right and that he/she has the legal capacity to be bound by these terms and conditions; that he/she is able to enter into this Agreement and to carry out any transaction for the purchase or sale of assets. This Agreement and to carry out any transaction of purchase or sale of virtual assets with Apolus.

In the case of a company account, the user declares that he/she is a natural person, that he/she has the necessary and sufficient powers to represent a legal entity and that he/she has the legal capacity to legal capacity to bind his/her represented party in the present terms and conditions; that he/she is able to enter into this contract and to carry out any transaction of purchase or sale of virtual assets with Apolus.

That the data and documents provided to Apolus during the process of identification of the User through the platform are true, true and verifiable.

That it is their free will to adhere to the terms and conditions set forth in this instrument and to be bound by its terms, expressing their agreement that all transactions made on the Apolus platform will be governed by these terms and conditions.

That you acknowledge that the username and password created by you on the Apolus platform are personal and non-transferable authentication factors, which must be taken care of as confidential information, so it will be the sole responsibility of the user for any damage or injury as a result of the misuse of them.

That, in individual accounts, the services that the user may request from Apolus through the platform will be on his own account and with his own resources and for himself, stating that he does not carry out the present contracting for another person.

That, in the case of a company account, the services requested from Apolus through its platform will be for the account and with the resources of the represented party through the Apolus platform will be on behalf of and with the resources of the represented company and for and for itself, stating that you do not carry out the present contracting for another person or legal entity other than the one you represent.

That the user is not a politically exposed person according to the provisions of the applicable legislation.

That you understand, acknowledge and know the volatility and risks surrounding virtual assets, therefore, the operations you perform on our platform are your sole responsibility at all times. Likewise, you accept and acknowledge that virtual assets are not backed by any Mexican financial authority and the operations with them are cataloged and treated as vulnerable activities.

That you accept that the data and documents provided in the present contract may be used for compliance with the Federal Law for the Prevention and Identification of Operations with Illicit Resources.

FOURTH. DEFINITIONS

The definitions of the terms used in these terms and conditions are established and shall have the meaning assigned to them in this Agreement and Terms and Conditions:

Vulnerable Activities:

Those acts or operations referred to in Article 17 of the Federal Law for the Prevention and Identification of Operations with Illicit Proceeds.

Virtual Asset:

A virtual Asset shall be understood as any representation of value registered electronically and used among the public as a means of payment for all types of legal acts and whose transfer can only be carried out through electronic means. In no case shall a virtual asset be understood as a legal tender in national territory, foreign currency or any other asset denominated in legal tender or foreign currency. In accordance with the Federal Law for the Prevention and identification of Operations with Resources of Illicit Origin.

Currency:

Means any foreign currency, i.e., official currencies other than legal tender and recognized as such by the Mexican authorities.

Fiat:

Refers to fiat money, which may be foreign currency or legal tender.

Anti-laundering Law:

Federal Law for the Prevention and Identification of Operations with Illegal Proceeds published in Mexico. Illicit Proceeds published in the Official Gazette of the Federation on October 17, 2012.

Legal tender:

Refers exclusively to the currency of legal tender in Mexico ('MXN').

Transaction:

Any act having as its object the transaction necessary for the exchange of the User's Virtual Assets for legal tender or currency and/or the exchange of currency.

OTC:

over-the-counter transactions are transactions with large volumes of virtual assets without virtual assets without significantly affecting the price in the public markets.

AML/CFT:

Refers to the regulations and documents necessary to comply with the Prevention of Money Laundering and Terrorist Financing.

Platform:

Refers to all electronic means by which Apolus carries out its operations with the user, such means may include but not limited to website, digital platforms or applications for mobile devices.

Services:

Refers to all those operations carried out by the user with Apolus through the platform. Apolus' services do not constitute the custody or the acquisition of securities, nor do they constitute financial or investment advice.

User:

Refers to any natural or legal person who accesses the Apolus platform regardless of whether he/she uses any of the Apolus services and accepts the present terms and conditions.

Wallet:

It is a virtual wallet provided by an independent software to Holder Bay OTC whose ownership belongs to the user, which allows him/her to store, send and receive virtual assets.

FIFTH. FORM IN WHICH HOLDER BAY OTC PROVIDES ITS SERVICES

In order to use our services, the user must create an account within the platform.

In the execution of the service offered by us, Holder Bay OTC plays the role of commission agent and our client plays the role of principal, legally conceptualized as a mercantile commission under Mexican law. We use the virtual assets or fiat we receive from the client to fulfill the commission entrusted to us, whether it is a purchase or sale transaction on his behalf, with a supplier selected at our discretion. This implies that we do not carry out the transactions on our own behalf, maintain our own inventories or provide the customer with electronic means to store virtual assets, fiat or securities.

When virtual assets are provided by the client under the merchant commission, they never become the property of Holder Bay OTC; they will always be considered the property of the client who acquires or sells them and the latter acquires full responsibility.

SIXTH. THE INFORMATION AND DOCUMENTATION PROVIDED BY THE USER USER

The user undertakes to provide truthful, complete and accurate information, as well as to keep his contact information and documents required by the and accurate information, as well as to keep updated his contact information and documents required by us.

The company may corroborate the truthfulness and accuracy of the data provided by the user through third parties.

SEVENTH. OPERATIONS IN GENERAL

The user accepts that the operations made with Apolus, once confirmed, will be irreversible, even if they are made incorrectly, that is, as long as there is no error on the part of Apolus or our systems or electronic means in a verifiable way, the user will be the only responsible for these operations made incorrectly.

In case the user enters incorrectly the wallet number required for each operation, Apolus will not be able to reverse such operation, therefore, it is the user's responsibility to review in detail the data provided for each operation and disclaims any responsibility to Apolus in case of any error with the data.

The user will be able to buy and sell virtual assets for legal tender or foreign currency, as long as he/she abides by the applicable regulations.

Apolus may establish minimum or maximum amounts in the operations that the user may perform, therefore, the user agrees and undertakes not to attempt any method to evade such restriction, either by creating multiple accounts or by commissioning others to create accounts and act on his behalf, in case of any act that contravenes the provisions of this clause, Apolus may permanently close the user's account and if necessary report it to the competent authorities.

The user understands that the amounts offered may vary from one moment to another, so Apolus is not responsible for any variation in the final operation carried out through the services offered by us.

In the event of a fortuitous event or force majeure, the platform may be unavailable, present interruptions, interferences or not perform operations; Apolus will inform the user of such circumstances in case of occurrence, which will not generate any responsibility or penalty for the company.

EIGHTH. ACCOUNT SUSPENSION AND TERMINATION

Holder Bay reserves the right to suspend or terminate the account of any user who fails to comply with the terms and conditions set forth herein, without prior notice and without liability.

NINTH. JURISDICTIONS IN WHICH THE SERVICE IS PROVIDED

The services of the platform are available only in jurisdictions permitted by Mexican laws and applicable regulations on the subject of financial transactions and cryptocurrencies.

TENTH. COMPLIANCE

The user agrees to comply with all applicable laws, regulations and norms in relation to the use of the platform's services, including those related to PLD/FT.

A su vez, Holder Bay OTC cumple con las leyes, reglamentos, tratados y todo aquel ordenamiento jurídico que le sea aplicable dentro de la jurisdicción desde donde presta sus servicios, específicamente las relativas a la prevención e identificación de operaciones con recursos de procedencia ilícita, su reglamento y otros ordenamientos tanto nacionales como internacionales en la materia, es por ello que para la contratación o establecimiento de cualquier vínculo jurídico con la empresa por parte del usuario, este último se obliga a apegarse y a respetar, así como a no realizar actividades ilícitas el uso de los servicios que Holder Bay OTC ofrece.

The user accepts that Holder bay OTC in compliance by the Mexican authorities or any other jurisdiction to which it must comply and upon request will have to deliver the information collected or additional information if so required, for which the user must provide the required information in the terms and times requested, as well as to provide its full cooperation to the Mexican authorities or any other jurisdiction to which it must comply information requested in the terms and times requested, as well as provide full cooperation for compliance with the obligations in terms of PLD/FT.

Holder Bay OTC in compliance with the policies and regulations applicable to ML/FT prevention, may carry out any act or request such as, but not limited to, the closing of accounts, suspension of the same, request for documentation and delivery of the same to the competent authorities.

ELEVENTH. MEANS OF COMMUNICATION

Communication between the company and the user will be carried out through the means of contact provided by the latter, including email, telephone or other communication channels established by the platform.

TWELFTH. CONSENT

Holder Bay OTC makes you aware that all operations and actions you carry out through the use of the platform will be carried out through the use of the Authentication Factors will be taken as performed by you as they serve as a means of identification and consent and, therefore, are substitutes for a handwritten signature.

Therefore, by accepting these terms and conditions, you represent and acknowledge that the Authentication are considered as your means of identification, which, in substitution of the autographic signature, will bind you and will produce the same legal effects as the latter, and will signature, will have the same probative value;

The Authentication Factors will be:

1. The password created by you within the platform.
2. the biometrics collected such as facial recognition.

THIRTEENTH. INTELLECTUAL AND INDUSTRIAL PROPERTY

Holder Bay OTC declares to be the holder and sole owner of the intellectual and industrial property rights, the foregoing under the protection of the Mexican legislation in this matter, being applicable the Federal Law for the Protection of Industrial Property, the Federal Copyright Law, its respective regulations, as well as the laws and decrees of both the Copyright and the Industrial Property Law regulations, as well as laws and decrees of both Copyright and Industrial Property based on the agreements and treaties of the World Intellectual Property Organization (WIPO) and Article 41 of the Federal Law for the Protection of Industrial Property, whereby, the user expressly acknowledges that the present terms and conditions of these terms and conditions shall not be binding on the user that the present terms and conditions in no way imply for him/her, any right for the use, exploitation, licensing, transfer of technology or assignment of any rights or assignment of any right that includes trademarks, inventions, copyrights and/or commercial names and/or images, since these are the exclusive property of Holder Bay OTC so the user at no time may at any time be held under such distinctive signs or carry out any act by which he/she intends to be recognized or be presumed authorized for such purposes.

In order to comply with this clause, the parties shall be subject to the provisions of the Federal Law for the Protection of Industrial Property and the Copyright Law, both of Mexican jurisdiction. Copyright Law, both of Mexican jurisdiction, to the treaties subscribed by Mexico in the matter of intellectual and industrial property and, if applicable, to their counterparts in the case of foreign legislation that applies to them.

FOURTEENTH. ABOUT THE PRIVACY NOTICE

The platform collects, uses and protects the user's personal data in accordance with its privacy notice, which is available on the Apolus website.

FIFTEENTH. TAXES AND TAX REGULATIONS

The user is solely responsible for complying with all tax obligations arising from transactions carried out through the platform, according to Mexican tax laws.

SIXTEENTH. ASSIGNMENT OF RIGHTS

The user may not assign, transfer or sublicense any of its rights or obligations arising from these terms and conditions without the prior written consent of the company.

SEVENTEENTH. MODIFICATIONS

Holder Bay OTC reserves the right to modify these terms and conditions at any time, notifying the user of such changes through its website or by other means of communication.

EIGHTEENTH. JURISDICTION

Any dispute arising from these terms and conditions shall be submitted to the jurisdiction of the competent courts of Mexico City, Mexico, and the parties expressly waive any other jurisdiction that may correspond to them.