Terms of Use | Blackverge

Last updated on August 28, 2026

INTRODUCTION

Welcome to the website of BLACKVERGE FINANCIAL Inc. Please read these Terms of Use carefully before accessing or using the Website.

These Terms of Use (hereinafter – “Terms”) govern Your access to and use of the website https://blackverge.exchange (hereinafter – “Website”), operated by BLACKVERGE FINANCIAL Inc., a company incorporated under the laws of Canada, under company number 2028407001, having its registered and business address at 700-602 12 AVE SW, Calgary, Alberta, T2R1J3, Canada (hereinafter – “Company”, “We”, “Our” or “Us”).

The Company intends to provide over-the-counter virtual currency exchange services (hereinafter – “OTC Services”) subject to applicable legal and regulatory requirements and is in the process of applying for registration with the Financial Transactions and Reports Analysis Centre of Canada (hereinafter – “FINTRAC”) as a Money Services Business (hereinafter – “MSB”).

References in these Terms to “You”, “Your” or “User” mean any individual client or entity client accessing or using the Website. A User who applies for, is onboarded for, or receives OTC services from the Company may also be referred to as a “Client”.

These Terms govern the use of the Website and establish the general terms and conditions applicable to the provision of OTC Services by the Company to Clients. Specific OTC transactions may be subject to quotes, transaction confirmations, settlement instructions or other transaction-specific documentation communicated or agreed between the Company and the Client (collectively, “Transaction Documentation”).

The collection, use, disclosure, retention and protection of personal information in connection with the Website and the Company’s activities are governed by the Company’s Privacy Policy, which should be read together with these Terms.

By accessing or using the Website, You acknowledge that You have read and understood these Terms and agree to be bound by them. If You do not agree with these Terms, You must not access or use the Website.

* NOW, access to the Website does not entitle any User to receive OTC Services. The availability of OTC Services is subject to the completion of the Company’s registration with FINTRAC and any other applicable legal or regulatory requirements. *

1. ACCESS AND ELIGIBILITY

The Website and the Company’s OTC Services are available only to persons who are at least 18 years of age and have reached the age of majority in their jurisdiction of residence, where the applicable age of majority is higher. By accessing or using the Website or requesting OTC Services, You represent and warrant that You satisfy these age requirements and have the legal capacity to enter into binding agreements under applicable law.

If You access or use the Website, communicate with the Company, or request OTC Services on behalf of a legal entity, You represent and warrant that You are duly authorized to act on behalf of that entity and to bind it in connection with Your interactions with the Company.

Access to or use of the Website does not automatically entitle any User to access or receive the Company’s OTC Services. The availability of OTC Services is subject to the Company’s eligibility requirements, applicable legal and regulatory requirements, and completion of any onboarding and compliance procedures required by the Company.

The Company may restrict the availability of its OTC Services based on, among other factors, a User’s or Client’s jurisdiction, applicable legal or regulatory restrictions, the nature of the proposed activity, and the Company’s compliance and risk requirements.

Jurisdictional restrictions and restrictions relating to certain activities, Clients or transactions are further described in the Company’s AML Notice, available on the Website. Users and Clients are responsible for reviewing and complying with the applicable restrictions set out therein.

The Company reserves the right, to the extent permitted by applicable law, to refuse, restrict, suspend or discontinue access to the OTC Services where a User or Client does not satisfy applicable eligibility, legal, regulatory or compliance requirements.

2. OTC SERVICES

Subject to completion of the Company’s registration with FINTRAC and any other applicable legal or regulatory requirements, the Company intends to provide OTC virtual currency services in accordance with these Terms and any transaction-specific terms agreed between the Company and the Client.

The intended OTC Services include:

the exchange of fiat currency for virtual currency;
the exchange of virtual currency for fiat currency; and
the exchange of one virtual currency for another virtual currency.

The availability of particular currencies, virtual currencies and transaction types is determined by the Company from time to time.

2.1. Nature of OTC Services

Unless expressly agreed otherwise in the applicable Transaction Documentation, the Company enters into OTC transactions as principal for its own account and not as agent, broker, fiduciary, trustee, investment adviser or representative of the Client.

The Company does not provide investment advice or undertake to obtain the best available market price for a Client. The price quoted by the Company for an OTC transaction may differ from prices available on exchanges, trading platforms or through other service providers.

Unless expressly agreed otherwise, the Company does not provide custodial wallet, deposit or stored-value account services and does not maintain ongoing fiat currency or virtual currency balances on behalf of Clients. Any fiat currency or virtual currency received by or through the Company solely for the purpose of executing or settling a specific OTC transaction is processed in connection with that transaction and does not constitute an ongoing custody, deposit or safekeeping arrangement for the Client.

2.2. General OTC Workflow

OTC transactions generally involve the following stages:

Request. The Client submits a request for an OTC transaction and provides the information reasonably required by the Company. Submission of a request is non-binding and does not create any obligation on the Company to provide OTC Services or enter into a transaction.
Compliance Review. The Client completes the applicable onboarding and compliance procedures, including KYC/KYB, AML/ATF and sanctions checks, and provides any additional information or documentation reasonably requested by the Company.
Quote and Confirmation. Any quote may be subject to a specified validity period and will expire if not accepted within that period. A transaction becomes binding only when accepted or confirmed in accordance with the applicable Transaction Documentation. The Company is not required to honour an expired quote and may issue a new quote reflecting then-current market conditions.
Settlement and Completion. The parties complete the applicable transfer of fiat currency and/or virtual currency in accordance with the settlement instructions and terms applicable to the transaction.

The specific transaction process, applicable exchange rate, fees or charges, quote validity period, settlement requirements, timing and other transaction-specific conditions may vary and will be communicated to the Client in connection with the relevant transaction.

The Company reserves the right to refuse, delay, suspend or discontinue a proposed transaction where required or permitted by applicable law or for compliance, sanctions, fraud prevention, risk management or other legitimate reasons.

2.3 Settlement

Settlement shall be completed in accordance with the applicable Transaction Documentation and settlement instructions communicated by the Company.

The Client must ensure that all fiat currency and virtual currency transfers are made using the bank accounts, wallets, blockchain networks and other payment or settlement methods approved or specified for the relevant transaction.

The Company may refuse to accept, process or complete settlement involving transfers originating from or directed to third parties, unverified accounts or wallets, unsupported virtual currencies or blockchain networks, or otherwise inconsistent with the applicable Transaction Documentation.

The Client is responsible for ensuring the accuracy of bank account details, wallet addresses, blockchain networks and other settlement information provided to the Company.

The Company shall not be responsible for loss resulting from incorrect settlement information provided or confirmed by the Client where the Company has executed the transaction in accordance with such information.

2.4. Fees, Spreads and Charges

Fees and charges may apply to the OTC Services and may vary depending on the relevant transaction and the services requested by the Client.

The exchange rate quoted by the Company may include a spread or margin, which may constitute part of the Company’s compensation for the relevant OTC transaction.

Any applicable fees, charges or other transaction-related costs will be communicated to the Client before the relevant transaction is confirmed. By confirming a transaction, the Client accepts the fees and charges applicable to that transaction.

Additional costs imposed by third parties, such as banking, payment processing or blockchain network charges, may also apply where relevant. The Client will be informed of such costs where they are known to the Company and applicable to the relevant transaction.

3. COMPLIANCE REQUIREMENTS

In connection with its intended activities as a Canadian MSB, the Company maintains compliance procedures designed to meet applicable anti-money laundering and anti-terrorist financing (hereinafter – “AML/ATF”), sanctions, client identification, recordkeeping, reporting and other regulatory requirements.

As a condition of accessing or receiving OTC Services, Users and Clients may be required to complete identification and verification procedures and provide information and supporting documentation reasonably requested by the Company for compliance purposes. Depending on the circumstances, such information may include identification documents, contact details, information regarding business activities, ownership and control, beneficial ownership, authorized representatives, source of funds or source of wealth, purpose and nature of the proposed transaction, and other information required to satisfy applicable legal or regulatory obligations.

The Company may conduct screening, verification, risk assessment and ongoing monitoring in connection with a Client or proposed or completed transaction, including sanctions, politically exposed person (hereinafter – “PEP”), head of an international organization (hereinafter –“HIO”), adverse media, fraud and blockchain or wallet-related screening, where applicable.

Users and Clients must provide information that is accurate, complete and current and must promptly provide additional information or documentation reasonably requested by the Company for compliance purposes. The Company may require information or documentation to be updated or re-verified from time to time.

The Company may make reports, disclosures or filings and retain information and records where required by applicable law. Nothing in these Terms requires the Company to disclose whether a report has been made, whether a compliance review or investigation is being conducted, or any information that the Company is prohibited or restricted from disclosing by law.

Further information regarding the Company’s AML/ATF and compliance framework may be provided in the Company’s AML/ATF Notice and other applicable notices made available on the Website.

4. USER AND CLIENT OBLIGATIONS

By accessing the Website, requesting OTC Services or otherwise interacting with the Company, You agree to:

provide information and documentation that is accurate, complete, current and not misleading;
promptly notify the Company of any material changes to information previously provided where such changes may affect Your eligibility for, or use of, the OTC Services;
provide any additional information or documentation reasonably requested by the Company for identification, verification, compliance, transaction or regulatory purposes;
use only bank accounts and virtual currency wallets that the Client is authorized to use;
verify all transaction and settlement details before confirming an OTC transaction;
promptly notify the Company of any unauthorized, erroneous or suspicious instruction or communication relating to an OTC transaction;
use the Website and OTC Services only for lawful purposes and in accordance with these Terms and applicable law;
not impersonate any person or entity, misrepresent Your identity, authority or relationship with another person, or provide false or misleading information to the Company;
where acting on behalf of another person or legal entity, have and maintain all necessary authority to do so and provide evidence of such authority upon request;
not use the Website or OTC Services on behalf of, for the benefit of, or at the direction of an undisclosed third party;
not attempt to circumvent or interfere with any identification, verification, compliance, security, transaction monitoring or other controls implemented by the Company; and
comply with reasonable instructions communicated by the Company in connection with Your use of the Website or OTC Services.

You are responsible for the accuracy and completeness of the information, documents and instructions You provide to the Company and for ensuring that Your use of the Website and OTC Services complies with laws and regulations applicable to You.

The Company may rely on information, documents and instructions provided by You unless the Company knows or has reasonable grounds to believe that they are inaccurate, unauthorized or otherwise unreliable.

5. CLIENT INSTRUCTIONS

The Company may receive requests, instructions and confirmations from Clients through communication channels approved by the Company.

The Company may rely on communications reasonably believed to originate from the Client or its authorized representative and may require additional verification where necessary for security, compliance or fraud prevention purposes.

6. RISK DISCLOSURE AND NO ADVICE

Virtual currencies involve significant risks and may not be suitable for all persons. By requesting or using the OTC Services, You acknowledge and accept that transactions involving virtual currencies may be subject to substantial price volatility, liquidity constraints, technological and operational risks, regulatory changes and other circumstances beyond the Company’s control.

The value of virtual currencies may fluctuate significantly over short periods of time and may result in partial or total loss of value. Past performance, historical prices or information made available through the Website or otherwise by the Company do not guarantee or indicate future performance or results.

Virtual currency transactions generally rely on blockchain and other distributed ledger networks. Such transactions may be irreversible once transmitted or confirmed and may be affected by network congestion, delays, forks, protocol changes, cybersecurity incidents, technical failures or other network-related events. The Company does not control the operation, availability or performance of independent blockchain networks.

The legal, regulatory and tax treatment of virtual currencies continues to evolve and may vary between jurisdictions. Changes in applicable laws, regulations, regulatory interpretations or governmental actions may affect the availability, use, transfer, value or treatment of virtual currencies or the Company’s ability to provide certain OTC Services.

The Company does not provide investment, financial, legal, tax or accounting advice through the Website or in connection with the OTC Services. Any information provided by the Company is for general informational or transaction-related purposes and should not be construed as a recommendation, endorsement or advice regarding the purchase, sale, holding or use of any virtual currency.

You are solely responsible for evaluating the merits and risks of any proposed transaction and for obtaining independent professional advice where appropriate. The Company does not guarantee any particular financial result, investment outcome, market price or future value of any virtual currency.

7. TAXES AND REPORTING

Clients are responsible for determining and complying with any tax, accounting and reporting obligations applicable to their OTC transactions.

The Company does not provide tax advice or assume responsibility for calculating, withholding or paying taxes on behalf of Clients, except where required by applicable law.

The Company may disclose relevant information to tax authorities, regulators or other competent authorities where required or permitted by applicable law.

8. THIRD-PARTY SERVICES AND LINKS

The Company may engage or rely on third-party service providers in connection with the provision of OTC Services, including banks, payment service providers, liquidity providers, exchanges or trading venues, KYC/KYB and sanctions screening providers, blockchain analytics providers, and technology service providers. Such third parties may support transaction execution and settlement, compliance and verification processes, payment processing, security, and other operational functions.

Third-party services may be subject to their own terms and conditions, privacy policies, eligibility requirements, fees, restrictions and operational procedures. Where You use or interact with a third-party service, You may also be subject to the terms and policies applicable to that service.

The Company does not own or control independent third-party services, websites or systems and does not guarantee their availability, accuracy, security, performance or continued operation.

Nothing in this Section limits any responsibility or liability of the Company that cannot be excluded or limited under applicable law.

9. WEBSITE USE AND INTELLECTUAL PROPERTY

The Website and its content, including text, graphics, logos, designs, software and other materials, are owned by or licensed to the Company and are protected by applicable intellectual property laws.

The Company grants You a limited, non-exclusive and revocable right to access and use the Website for lawful personal or business purposes. You may not reproduce, distribute, modify or commercially exploit the Website or its content without the Company’s prior authorization, except as permitted by applicable law.

You must not use the Website to engage in unlawful or fraudulent activities, gain unauthorized access to systems or data, introduce malicious code, interfere with the Website’s operation or security, or use automated means to systematically extract its content.

The Company may restrict or terminate access to the Website where it reasonably determines that these Terms have been violated or that the Website is being used unlawfully or in a manner that may compromise its security or operation.

10. PRIVACY AND PERSONAL INFORMATION

The Company collects, uses, discloses and protects personal information in accordance with applicable Canadian privacy laws and the Company’s Privacy Policy, available on the Website.

By using the Website or interacting with the Company, You acknowledge that Your personal information may be processed as described in the Privacy Policy. Please review the Privacy Policy for further information about the Company’s privacy practices and Your rights in relation to personal information.

11. DISCLAIMER OF WARRANTIES

The Company aims to maintain the Website and its content in an accurate, reliable and accessible manner. However, the Website and its content are provided on an “as is” and “as available” basis, and the Company cannot guarantee that they will always be complete, current, uninterrupted or free from technical errors.

The availability and operation of the Website may occasionally be affected by maintenance, technical issues, updates or circumstances beyond the Company’s reasonable control. The Company may update, modify or temporarily suspend parts of the Website where reasonably necessary.

Information available on the Website is provided for general informational purposes and may be updated from time to time. Users should not rely on Website content as a substitute for transaction-specific information or terms communicated by the Company.

12. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, the Company shall not be liable for:

indirect or consequential losses, including any loss of profits, revenue, business opportunities, data or anticipated savings arising out of or in connection with the use of the Website or the OTC Services;
events outside the Company’s reasonable control, including market movements, blockchain network disruptions or congestion, banking or payment system delays, and failures or interruptions of independent third-party service providers;
Client instructions and settlement information, including losses resulting from incorrect or unauthorized instructions, wallet addresses, blockchain networks, bank account details or other settlement information provided or confirmed by the Client;
compliance and risk management actions, including any delay, suspension, rejection or non-completion of an OTC transaction where such action is reasonably taken in connection with applicable legal or regulatory requirements, AML/ATF or sanctions obligations, fraud prevention, security measures or risk management procedures.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

13. SUSPENSION AND TERMINATION

The Company may restrict, suspend or terminate a User’s or Client’s access to the Website or OTC Services where reasonably necessary due to legal or regulatory requirements, compliance or risk concerns, a breach of these Terms, misuse of the Website or OTC Services, or in accordance with the Company’s applicable internal policies, procedures and risk management requirements.

Where appropriate and permitted by applicable law, the Company may provide notice of such restriction, suspension or termination. However, the Company may take immediate action where required by law or where reasonably necessary to protect the Company, its Clients or the integrity of its services.

Suspension or termination will not affect any rights or obligations arising from transactions completed or confirmed before the effective date of such suspension or termination, unless otherwise required by applicable law or agreed between the parties.

14. GOVERNING LAW

These Terms and any dispute arising out of or relating to the Website, the OTC Services or any OTC transaction shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

The Client and the Company irrevocably submit to the exclusive jurisdiction of the courts of the Province of Alberta in respect of any dispute, claim or proceeding arising out of or relating to these Terms, the Website, the OTC Services or any OTC transaction.

15. CHANGES TO THESE TERMS

The Company may update or modify these Terms from time to time to reflect changes in applicable legal or regulatory requirements, the Company’s operations, compliance framework, security measures, risk management practices or other business needs.

Updated Terms will be published on the Website and, unless otherwise required by applicable law, will take effect on the date specified in the updated version.

Where changes are material, the Company may provide reasonable advance notice through the Website. Changes required by law or regulation, or necessary to address compliance, security, fraud prevention or other urgent operational matters, may take effect immediately or on shorter notice.

16. CONTACTS

If a User wishes to contact the Company regarding the Website, these Terms, or a potential relationship with the Company, the User may do so through the following contact details:

Company name: Blackverge Financial Inc.

Registered address: 700-602 12 AVE SW, Calgary, Alberta, T2R 1J3, Canada.

Website: https://blackverge.exchange

Email: blackverge.financial@gmail.com

The Company may update its contact details from time to time through the Website or by other electronic communication.