Exchange Partner Terms

1. Overview & Platform Description

These Exchange Partner Terms (“Partner Terms”) govern the relationship between Kotova GbR (“Kotova,” “we,” “us,” or “our”), a civil-law partnership organized under the laws of the Federal Republic of Germany with its registered office in Hamburg, and any instant swap service, cryptocurrency exchange, or liquidity provider (“Exchange Partner,” “Partner,” or “you”) seeking to be integrated into or currently listed on the Kotova X platform.

Kotova X is a non-custodial cryptocurrency exchange aggregator. Kotova X does not operate as an exchange itself. Instead, it aggregates exchange rates and swap offers from multiple independent, third-party instant swap services and exchanges in real time. When a user initiates a transaction through Kotova X, the platform automatically selects the Exchange Partner offering the best available rate for the requested trading pair and routes the transaction accordingly.

By submitting an application to become an Exchange Partner or by continuing to operate as an integrated Exchange Partner on Kotova X, you acknowledge that you have read, understood, and agree to be bound by these Partner Terms in their entirety. These Partner Terms are supplementary to and shall be read in conjunction with the general Kotova Terms of Service, Privacy Policy, and any other applicable policies published on kotova.io.

Kotova reserves the right to amend, modify, or update these Partner Terms at any time at its sole discretion. Any such changes will become effective upon publication on our website. It is the Exchange Partner’s responsibility to review these Partner Terms periodically for updates. Continued integration on Kotova X following any amendments constitutes acceptance of the revised terms.

2. Eligibility Requirements

To be eligible for integration as an Exchange Partner on Kotova X, applicants must satisfy all of the following requirements:

2.1 Legal Standing

The Exchange Partner must be a legally registered entity in good standing within its jurisdiction of incorporation. The Partner must provide evidence of valid business registration, corporate formation documents, and any applicable licenses or permits required for operating cryptocurrency exchange services in the jurisdictions in which it operates.

2.2 Regulatory Compliance

The Exchange Partner must demonstrate compliance with all applicable laws, regulations, and industry standards in its operating jurisdictions, including but not limited to Anti-Money Laundering (AML) laws, Know Your Customer (KYC) requirements, Counter-Terrorism Financing (CTF) regulations, and any applicable data protection legislation (such as GDPR, where applicable). The Partner must maintain and provide upon request current copies of all relevant licenses, registrations, and regulatory approvals.

2.3 Operational Track Record

The Exchange Partner must have a demonstrable operational track record of at least six (6) months of continuous, active operation providing cryptocurrency exchange or instant swap services. Kotova may, at its sole discretion, waive this requirement for Exchange Partners that can otherwise demonstrate exceptional technical capability, security standards, and financial stability.

2.4 Security Standards

The Exchange Partner must maintain industry-standard security practices, including but not limited to: encrypted communications (TLS 1.2 or higher), secure key management, regular security audits conducted by independent third parties, incident response procedures, and robust internal access controls. Evidence of recent security audits or certifications (e.g., SOC 2, ISO 27001) is strongly preferred.

2.5 Financial Solvency

The Exchange Partner must demonstrate sufficient financial resources to fulfill all obligations under these Partner Terms, including the timely and complete execution of all user transactions routed through Kotova X. Kotova reserves the right to request financial statements, proof of reserves, or other evidence of financial solvency at any time during the partnership.

2.6 Prohibited Partners

Kotova will not integrate Exchange Partners that are: (a) domiciled in or primarily operating from jurisdictions subject to comprehensive international sanctions; (b) owned or controlled by individuals or entities appearing on sanctions lists maintained by the European Union, the United States (OFAC), the United Nations, or other relevant authorities; (c) currently under criminal investigation or subject to enforcement actions relating to fraud, money laundering, terrorist financing, or market manipulation; or (d) entities previously delisted from Kotova X for material breach of these Partner Terms.

3. Application & Onboarding Process

To apply for integration as an Exchange Partner, the applicant must submit a formal application by contacting Kotova at partners@kotova.io. Applications must be submitted by an authorized representative of the exchange entity with the legal capacity to bind the organization to these Partner Terms.

Each application must include, at a minimum:

• Full legal name of the entity, jurisdiction of incorporation, and registered office address;
• Copies of business registration documents and applicable licenses or regulatory approvals;
• A comprehensive description of the exchange’s services, supported trading pairs, and geographic operating scope;
• API documentation for rate quoting, order creation, order status tracking, and any other relevant endpoints;
• Details of the exchange’s AML/KYC procedures, including thresholds and verification workflows;
• Evidence of security practices, audits, or certifications;
• Designated technical and commercial points of contact (name, title, email, and response time commitment);
• Current fee structure and any volume-based pricing tiers.

Kotova will acknowledge receipt of a complete application within five (5) business days. The evaluation process typically requires fifteen (15) to forty-five (45) business days, during which Kotova will conduct thorough due diligence on the applicant. Kotova reserves the right to request additional documentation at any stage.

Submission of an application does not guarantee integration. Kotova retains absolute discretion to approve or reject any application without obligation to disclose specific reasons for its decision.

Upon approval, Kotova will initiate a technical integration phase during which both parties will collaborate to establish API connectivity, test transaction flows in a staging environment, and verify rate accuracy and order fulfillment reliability. The Exchange Partner may not be listed on the live Kotova X platform until integration testing has been completed to Kotova’s satisfaction.

4. Technical Integration Requirements

The Exchange Partner must provide and maintain a stable, well-documented RESTful API (or equivalent) that supports, at a minimum, the following capabilities:

• Rate Quoting: Real-time retrieval of exchange rates for all supported trading pairs, including spread, fees, and estimated delivery time;
• Order Creation: Programmatic creation of exchange orders with clearly defined input parameters (source currency, destination currency, amount, recipient address);
• Order Status: Real-time order status tracking with clearly defined status codes (pending, confirming, exchanging, sending, completed, failed, refunded);
• Error Handling: Structured error responses with meaningful error codes and human-readable messages;
• Rate Locking: The ability to lock quoted rates for a reasonable period (minimum sixty (60) seconds) after a rate quote is provided.

The Exchange Partner’s API must maintain an uptime of at least 99.5% measured on a rolling thirty (30) day basis. Scheduled maintenance windows must be communicated to Kotova at least forty-eight (48) hours in advance. Unscheduled downtime exceeding four (4) hours must be accompanied by a post-incident report within seventy-two (72) hours.

All API communications must be secured using TLS 1.2 or higher. Authentication must use API keys, HMAC signatures, or equivalent industry-standard methods. The Exchange Partner must implement rate limiting and abuse prevention mechanisms to protect against denial-of-service attacks and unauthorized access.

Any breaking changes to the Exchange Partner’s API must be communicated to Kotova at least thirty (30) days in advance. The Exchange Partner must maintain backward compatibility for at least ninety (90) days after introducing a new API version, unless a critical security vulnerability necessitates an immediate change.

5. Exchange Partner Obligations

The Exchange Partner shall:

• Process all transactions routed through Kotova X promptly, accurately, and in accordance with the quoted rates and terms presented to the end user at the time of order creation;
• Maintain sufficient liquidity across all trading pairs listed on Kotova X to fulfill orders without undue delay;
• Promptly notify Kotova of any changes to supported trading pairs, fee structures, minimum/maximum order limits, or operational status;
• Maintain accurate and current API documentation and provide Kotova with timely updates to any changes;
• Respond to inquiries from Kotova regarding transaction issues within four (4) hours during business hours and within twelve (12) hours outside business hours;
• Process refunds for failed or stuck transactions within the timeframes specified in the Partner’s own terms of service, and in any event no later than seventy-two (72) hours from the determination that a refund is required;
• Comply with all applicable laws and regulations at all times, including but not limited to AML/KYC, data protection, and sanctions compliance;
• Immediately inform Kotova of any security incidents, data breaches, regulatory actions, or material changes to the Partner’s business operations, ownership, or licensing status.

6. Rate Quoting & Order Fulfillment

The Exchange Partner must provide accurate, real-time exchange rates through its API. Rates must reflect the actual rate at which the transaction will be executed, inclusive of all fees, spreads, and network costs charged by the Exchange Partner. Hidden fees or post-quote price adjustments are strictly prohibited.

When a user initiates a transaction that is routed to the Exchange Partner through Kotova X, the Exchange Partner is bound to honor the rate quoted at the time of order creation, subject to reasonable market movement tolerances as specified in the integration agreement. If the Exchange Partner is unable to fulfill an order at the quoted rate (for example, due to extreme market volatility), it must immediately notify Kotova via API callback and provide the user with the option to proceed at the updated rate or receive a full refund.

The Exchange Partner must provide accurate estimated completion times for transactions. Transactions must be completed within the estimated timeframe communicated to the user. Persistent delays exceeding the stated estimates may result in penalties, reduced routing priority, or suspension from Kotova X.

The Exchange Partner acknowledges that Kotova X routes transactions based on the best available rate across all integrated Exchange Partners. Kotova does not guarantee any minimum volume of transactions to any Exchange Partner. Routing decisions are made algorithmically and may consider factors including but not limited to: exchange rate, fees, historical reliability, average completion time, and user feedback.

7. Fees & Revenue Sharing

The specific fee structure and revenue sharing arrangements between Kotova and the Exchange Partner shall be set forth in a separate commercial agreement executed between the parties. In the absence of a separate agreement, the following default terms apply:

Kotova may add a service fee to the exchange rate provided by the Exchange Partner. This fee is applied transparently to the end user and does not affect the rate at which the Exchange Partner executes the transaction. The Exchange Partner shall execute transactions at the rate quoted through its API, and Kotova’s service fee is applied separately.

Where an affiliate or referral commission arrangement exists between the Exchange Partner and Kotova, the terms of such arrangement shall be documented in a separate affiliate agreement. The Exchange Partner must provide accurate and timely reporting of all transactions routed through Kotova X for the purpose of commission calculations.

The Exchange Partner must not discriminate against transactions originating from Kotova X by offering worse rates, higher fees, or slower processing times compared to transactions originating from other channels or direct users. Any such discrimination, if detected, shall constitute a material breach of these Partner Terms.

8. Regulatory Compliance

The Exchange Partner is solely responsible for its own regulatory compliance in all jurisdictions in which it operates. This includes, without limitation, maintaining all required licenses, implementing adequate AML/KYC procedures, adhering to sanctions requirements, filing required regulatory reports, and cooperating with regulatory authorities and law enforcement agencies as required by law.

The Exchange Partner represents and warrants that its AML/KYC procedures meet or exceed the standards required by applicable law and are reasonably designed to prevent the use of its services for money laundering, terrorist financing, fraud, or other illegal activities. The Exchange Partner shall promptly inform Kotova of any material deficiencies identified in its compliance program or any regulatory enforcement actions or investigations directed at the Partner.

Kotova does not assume any responsibility for the Exchange Partner’s compliance obligations. The integration of an Exchange Partner on Kotova X does not constitute an endorsement, certification, or representation by Kotova regarding the Partner’s regulatory status or compliance practices.

The Exchange Partner must cooperate with Kotova in responding to regulatory inquiries, user complaints, or law enforcement requests that pertain to transactions routed through Kotova X. Such cooperation must be provided promptly and in good faith, subject to applicable legal restrictions on information sharing.

9. Data Handling & Privacy

Kotova X operates on a non-custodial, privacy-preserving basis. Kotova transmits only the minimum data necessary for the Exchange Partner to execute a transaction (typically: source currency, destination currency, amount, and recipient wallet address). Kotova does not transmit personal identifying information of its users to Exchange Partners unless explicitly required by law or by the user’s own interaction with the Exchange Partner’s verification processes.

The Exchange Partner must handle all data received through the Kotova X integration in accordance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR) where applicable. The Exchange Partner must not use transaction data received from Kotova X for profiling, marketing, or any purpose other than the execution and record-keeping of the specific transaction.

The Exchange Partner must implement appropriate technical and organizational measures to protect all data received from Kotova X against unauthorized access, loss, destruction, or alteration. In the event of a data breach affecting data received through the Kotova X integration, the Exchange Partner must notify Kotova within twenty-four (24) hours of becoming aware of the breach.

10. Liability & Indemnification

The Exchange Partner is solely and exclusively responsible for the execution, completion, and settlement of all transactions routed to it through Kotova X. Kotova acts as a technical intermediary and aggregator only, and shall not be liable for any loss, delay, or failure caused by the Exchange Partner’s systems, processes, or actions.

The Exchange Partner agrees to indemnify, defend, and hold harmless Kotova, its founders, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) the Exchange Partner’s breach of these Partner Terms; (b) the Exchange Partner’s failure to execute transactions accurately and timely; (c) the Exchange Partner’s violation of applicable laws or regulations; (d) any third-party claims arising from the Exchange Partner’s services; or (e) the Exchange Partner’s negligence or willful misconduct.

To the maximum extent permitted by applicable law, Kotova’s aggregate liability to the Exchange Partner under these Partner Terms, regardless of the form of action, shall not exceed the total fees paid by or to the Exchange Partner in the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall Kotova be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, or loss of business opportunity.

11. Suspension & Delisting

Kotova may immediately suspend the Exchange Partner’s integration on Kotova X, without prior notice, if:

• The Exchange Partner experiences a security breach or is reasonably suspected of having been compromised;
• The Exchange Partner’s API uptime falls below the required threshold or the Partner repeatedly fails to fulfill transactions;
• Kotova receives credible reports of fraud, market manipulation, or other illegal activity involving the Exchange Partner;
• The Exchange Partner becomes the subject of regulatory enforcement action, criminal investigation, or sanctions designation;
• The Exchange Partner materially breaches these Partner Terms or the terms of any separate commercial agreement with Kotova.

Either party may terminate the partnership with thirty (30) days’ written notice to the other party. Upon termination, the Exchange Partner shall be removed from the Kotova X platform, and no new transactions shall be routed to the Partner. All pending transactions at the time of termination must be completed by the Exchange Partner in accordance with these Partner Terms.

Kotova may permanently delist an Exchange Partner for cause, including but not limited to: repeated material breaches, persistent failure to meet service level requirements, regulatory prohibition, insolvency, or any conduct that Kotova reasonably determines poses a risk to its users or reputation. Delisting for cause does not require a cure period.

12. Intellectual Property & Branding

Each party retains all right, title, and interest in and to its own intellectual property, trademarks, trade names, logos, and brand assets. Neither party acquires any ownership interest in the other party’s intellectual property by virtue of the partnership established under these Partner Terms.

The Exchange Partner grants Kotova a non-exclusive, worldwide, royalty-free license to use the Partner’s name, logo, and trademarks for the purpose of displaying the Partner as an integrated exchange on the Kotova X platform, in marketing materials, and in promotional communications. This license is limited to the duration of the partnership.

The Exchange Partner may reference its integration on Kotova X in its own marketing materials, provided that such references are truthful, not misleading, and do not imply endorsement by Kotova beyond the scope of the technical integration. Any use of the Kotova name, logo, or trademarks by the Partner requires prior written approval from Kotova.

13. Confidentiality

Both parties agree to treat as confidential all non-public information received from the other party in connection with these Partner Terms, including but not limited to: API credentials, technical specifications, business strategies, fee structures, transaction volumes, and any other information designated as confidential (“Confidential Information”).

Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except: (a) to the extent required by applicable law, regulation, or court order (provided the receiving party gives the disclosing party prompt notice, where legally permissible); (b) to the party’s employees, advisors, or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein; or (c) information that becomes publicly available through no fault of the receiving party.

The confidentiality obligations under this section shall survive termination of the partnership for a period of three (3) years.

14. Governing Law & Miscellaneous

14.1 Governing Law

These Partner Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

14.2 Jurisdiction

Any disputes arising out of or in connection with these Partner Terms shall be subject to the exclusive jurisdiction of the competent courts of Hamburg, Federal Republic of Germany.

14.3 Severability

If any provision of these Partner Terms is held to be invalid, illegal, or unenforceable, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect.

14.4 Entire Agreement

These Partner Terms, together with any separate commercial or affiliate agreement executed between the parties and the general Kotova Terms of Service, constitute the entire agreement between the Exchange Partner and Kotova with respect to the integration of the Exchange Partner on Kotova X.

14.5 Assignment

The Exchange Partner may not assign or transfer any rights or obligations under these Partner Terms without the prior written consent of Kotova. Kotova may assign its rights and obligations to any successor entity or affiliate without the Partner’s consent.

14.6 Contact

For all inquiries related to Exchange Partner integration on Kotova X, please contact:

Kotova — Partner Relations
Hamburg, Germany
Email: partners@kotova.io