Kotova Terms of Service

1. General Provisions

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("user", "you", "your") and Kotova GbR ("Kotova", "we", "us", "our"), a civil-law partnership (Gesellschaft bürgerlichen Rechts) organized and existing under the laws of the Federal Republic of Germany.

By accessing or using any of the services provided through the Kotova platform, including our website at kotova.io, any associated applications, APIs, and related infrastructure (collectively, the "Service" or "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must immediately cease all use of the Service.

For the purposes of this Agreement, the following definitions shall apply:

1.1 Definitions

"Digital asset" or "Crypto Asset" means any digital representation of value or rights that uses cryptography and distributed ledger technology, including but not limited to Bitcoin (BTC), Ethereum (ETH), stablecoins, tokens, and any other blockchain-based assets supported by the Platform.

"Kotova X" means the non-custodial instant cryptocurrency exchange aggregation service offered by Kotova, enabling users to swap one digital asset for another digital asset or to convert digital assets to fiat currency equivalents through supported payment methods, via external counterparties.

"Kotova Deal" means the trust-minimized escrow service offered by Kotova, which utilizes 2-of-3 multisignature smart contracts to facilitate secure peer-to-peer transactions between parties.

"Kotova Pay" means the crypto-to-fiat bill payment service offered by Kotova, enabling users to settle invoices and make SEPA or other supported fiat payments using their digital assets.

"Transaction" means any exchange, swap, transfer, non-custodial escrow arrangement, or bill payment initiated by a user through the Platform.

"Wallet Address" means a unique alphanumeric identifier on a blockchain network that serves as the destination or origin for digital asset transfers.

1.2 Nature of the Service

Kotova operates as a non-custodial service provider. At no point does Kotova take custody, ownership, or control of user funds beyond what is strictly necessary to execute the requested transaction. We do not hold, store, or manage digital assets on behalf of users. Users retain full control and responsibility over their own wallets, private keys, and digital assets at all times.

Kotova is not a bank, financial institution, custodian, broker, fiduciary, or investment advisor. The Service does not constitute financial, investment, tax, or legal advice. Nothing in these Terms or on the Platform shall be construed as a solicitation, recommendation, endorsement, or offer by Kotova to buy, sell, or hold any digital asset.

1.3 Contact Information

For legal inquiries, contact: legal@kotova.io. Registered address: Kotova GbR, c/o IP-Management #6540, Ludwig-Erhard-Str. 18, 20459 Hamburg, Germany.

2. Using of Services

2.1 Eligibility

By using the service, you represent and warrant that you are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction if higher. You further represent that you have the full legal capacity and authority to enter into this Agreement and to comply with all of its terms and conditions.

You represent and warrant that you are not acting on behalf of any third party unless explicitly authorized and disclosed to Kotova. If you are using the service on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2.2 Non-Custodial Operation

Kotova services are of non-custodial nature. When you initiate a transaction, you send your digital assets to a one-time deposit address generated specifically for that transaction. Kotova does not control user funds at all times. Kotova either then instructs a third party who has custody of the funds, or executes the smart contract in order to transfer digital assets to the designated recipient wallet addresses. You understand and acknowledge that Kotova does not maintain individual wallets or accounts for users and does not retain custody of digital assets beyond the time required to complete the transaction.

2.3 Single Deposit per transaction

Each transaction on Kotova is associated with a single, unique deposit address. You must send only one deposit to each transaction address. Sending multiple deposits to the same transaction address, or sending funds after the transaction has been completed or expired, may result in permanent loss of funds. Kotova shall not be liable for any losses arising from multiple deposits, late deposits, or deposits to expired transaction addresses.

2.4 User Responsibility for Addresses

You are solely responsible for providing accurate and correct wallet addresses, network selections, and memo/tag information (where applicable) when initiating a transaction. Kotova cannot reverse, recall, or recover digital assets that have been sent to an incorrect address, an incompatible network, or an address with missing or incorrect memo/tag information. Any loss of funds resulting from user-provided incorrect information is entirely the user's responsibility.

2.5 Exchange Rate Types

Kotova offers two types of exchange rates for transactions:

Variable Rate: The final exchange rate is determined at the moment your deposit receives the required number of blockchain confirmations and the exchange is executed. The rate may differ from the estimated rate displayed at the time you created the transaction due to market volatility. There is no upper or lower bound on the final rate.

Fixed Rate: The exchange rate is locked at the time you create the transaction, subject to the deposit being received within the specified time window. If your deposit is not received within this window, or if extreme market volatility occurs (typically exceeding 1.2% deviation), the transaction may be recalculated at the current market rate or refunded at Kotova's discretion. Fixed-rate transactions may carry a slightly wider spread to account for rate-locking risk.

3. Prices, Exchange Rates and Confirmations

The exchange rates displayed on the Platform are indicative estimates and are subject to change at any time due to market volatility, liquidity conditions, and other factors. The actual rate applied to your transaction may differ from the rate displayed at the time you initiated the transaction.

All prices displayed on the Platform are inclusive of Kotova's service fee and spread. No additional hidden charges are applied to transactions. However, blockchain network fees (gas fees, miner fees, and similar) are separate from Kotova's service fee and are deducted from the transaction amount or paid by the user as applicable to the relevant blockchain network.

A transaction is considered initiated once you send your digital assets to the provided deposit address. The transaction is considered confirmed once the deposit receives the required number of blockchain confirmations as determined by Kotova for the specific digital asset and network. The number of required confirmations may vary by asset and may be adjusted by Kotova at any time for security purposes.

Kotova does not guarantee any specific exchange rate for variable rate transactions. Market conditions may result in rates that are materially different from estimates shown at the time of transaction creation. By using the service, you accept this risk in its entirety.

For fiat-denominated bill payment services, the conversion rate from digital assets to the applicable fiat currency (EUR, USD, or other supported currency) is determined at the time of processing and includes applicable service fees. The user acknowledges that processing times for fiat payments are subject to banking system delays and are outside of Kotova's control.

4. Returns and Refund Policy

Due to the inherent nature of blockchain technology, all cryptocurrency transactions are irreversible once broadcast to the network. Kotova cannot reverse, cancel, or modify a transaction that has already been processed and sent to the blockchain. You acknowledge and accept that all transactions executed through the service are final.

4.1 Refund Eligibility

Refunds may be issued at Kotova's sole discretion in the following circumstances: (a) a transaction fails to complete due to a technical error on Kotova's side; (b) the user's deposit is received but the transaction cannot be executed due to temporary unavailability of the destination asset or network; or (c) the user requests a refund before the transaction has been executed. All beforementioned scenarios require that Kotova has been enabled to control of the funds in question.

Refunds will be issued in the originally deposited digital asset and sent to a wallet address provided by the user. Refunds are subject to blockchain network fees, which will be deducted from the refund amount.

4.2 Processing Fee for Manual Intervention

In cases where a refund or recovery requires manual intervention by Kotova's team — including but not limited to deposits sent to expired transaction addresses, deposits of unsupported tokens to a transaction address, deposits with missing or incorrect memo/tag information, or deposits below the minimum transaction amount — a processing fee of 50 USD, or 3.5% of the transaction volume -- whichever is higher (or USD equivalent in the relevant digital asset) will be deducted from the refund amount. This fee covers the administrative and technical costs of manual recovery operations.

4.3 Failed or Stuck Transactions

If a transaction fails or becomes stuck due to blockchain network congestion, node outages, or other technical issues beyond Kotova's control, Kotova will make reasonable efforts to complete or refund the transaction. However, Kotova does not guarantee any specific timeline for resolution and shall not be liable for delays caused by blockchain network conditions.

4.4 Delisted Assets

If a digital asset is delisted from the Platform after a transaction has been initiated but before it has been completed, Kotova will attempt to either complete the transaction or issue a refund of the deposited asset. If the delisted asset's network is no longer operational or accessible, Kotova may be unable to process a refund, and the user accepts this risk.

5. Personal Data

Kotova collects and processes personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR). The types of data collected, the purposes of processing, your rights as a data subject, and all other relevant details regarding data protection are set forth in our Privacy Policy.

By using the service, you acknowledge that you have read and understood our Privacy Policy, which forms an integral part of these Terms. You consent to the collection and processing of your personal data as described therein.

Kotova implements appropriate technical and organizational measures to protect your personal data against unauthorized access, loss, destruction, or alteration. However, no method of transmission over the Internet or electronic storage is completely secure, and Kotova cannot guarantee absolute security.

6. AML/KYC Procedure

Kotova is committed to preventing money laundering, terrorist financing, and other financial crimes. In compliance with applicable anti-money laundering (AML) and know-your-customer (KYC) regulations, Kotova may require users to undergo identity verification procedures at any time, including but not limited to when transaction amounts exceed certain thresholds, when suspicious activity is detected, or when required by law.

If you are selected for an AML/KYC verification, your transaction may be paused until the verification process is completed to Kotova's satisfaction. Failure or refusal to complete the verification process may result in the suspension or termination of the transaction, and funds will automatically be returned to the originating address where technically possible.

For transactions involving external counterparties, users acknowledge that such counterparties may impose their own identity verification requirements, documentation standards, or transaction restrictions. Users are responsible for reviewing and understanding the specific requirements established by each counterparty and retain the right to accept or decline participation with any given counterparty before initiating a transaction.

The full details of our AML/KYC procedures, data requirements, and compliance policies are set forth in our AML/KYC Policy, which forms an integral part of these Terms.

7. Indemnification

You agree to indemnify, defend, and hold harmless Kotova, its partners, employees, agents, contractors, affiliates, and service providers (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

(a) your use or misuse of the service; (b) your violation of these Terms or any applicable law, rule, or regulation; (c) your violation of any rights of any third party; (d) any transaction you initiate through the Platform; (e) any inaccurate, misleading, or incomplete information you provide to Kotova; or (f) your negligence or willful misconduct.

This indemnification obligation shall survive the termination of these Terms and your use of the service.

8. Disclaimers

The service is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory. Kotova expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Kotova does not warrant that the service will be uninterrupted, timely, secure, or error-free, or that any defects will be corrected. Kotova does not warrant the accuracy, completeness, or reliability of any content, information, or data provided through the service, including but not limited to exchange rates, price estimates, and transaction status information.

Kotova does not warrant that the service is free from viruses, malware, or other harmful components. You are solely responsible for implementing appropriate security measures to protect your devices, data, and digital assets.

Kotova makes no representations or warranties regarding the value, stability, or legality of any digital asset. The inclusion of any digital asset on the platform does not constitute an endorsement, guarantee, or recommendation by Kotova.

9. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Kotova, its partners, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, data, digital assets, or other intangible losses, arising out of or in connection with your use of or inability to use the service, regardless of the theory of liability (whether in contract, tort, negligence, strict liability, or otherwise), even if Kotova has been advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Kotova's total aggregate liability arising out of or in connection with these Terms or the service shall not exceed five hundred euros (€500) or the amount of fees paid by you to Kotova in the twelve (12) months preceding the claim, whichever is lesser.

The limitations set forth in this section shall apply regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if Kotova has been advised of the possibility of such damage. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, Kotova's liability shall be limited to the fullest extent permitted by law.

10. Permissible Use

You agree to use the service only for lawful purposes and in compliance with all applicable laws, regulations, and these Terms. You shall not use the service in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the service.

Without limiting the foregoing, you agree not to:

(a) Use the service for any illegal, fraudulent, or unauthorized purpose, including but not limited to money laundering, terrorist financing, tax evasion, sanctions evasion, or the purchase of illegal goods or services.

(b) Use any automated means, including bots, scrapers, crawlers, spiders, or other automated tools, to access, interact with, or extract data from the service without Kotova's express prior written consent.

(c) Attempt to gain unauthorized access to the service, other users' accounts or transactions, or any computer systems or networks connected to the service through hacking, password mining, brute force, or any other means.

(d) Interfere with or disrupt the integrity or performance of the service or the data contained therein, including by transmitting viruses, worms, or any other malicious code.

(e) Circumvent, disable, or otherwise interfere with any security-related features of the service, including features that prevent or restrict use or copying of content or that enforce limitations on use.

(f) Impersonate any person or entity, or falsely state or misrepresent your identity or affiliation with any person or entity.

(g) Engage in any activity that could expose Kotova, its users, or any third party to legal liability, reputational harm, or financial loss.

11. Termination

Kotova reserves the right to suspend, restrict, or terminate your access to the service, in whole or in part, at any time and for any reason, with or without prior notice, including but not limited to cases where Kotova reasonably believes that: (a) you have violated these Terms; (b) your use of the service poses a security risk or may cause harm to Kotova or others; (c) your use is potentially fraudulent or associated with illegal activity; or (d) suspension or termination is required by applicable law or regulation.

Kotova may also discontinue or modify the service, or any part thereof, at any time without notice. Kotova shall not be liable to you or any third party for any modification, suspension, or discontinuation of the service.

Upon termination, all rights granted to you under these Terms shall immediately cease. Sections of these Terms that by their nature should survive termination — including but not limited to Indemnification, Disclaimers, Limitation of Liability, Governing Law, and Intellectual Property — shall survive and remain in full force and effect.

If you have a pending transaction at the time of termination, Kotova will make reasonable efforts to complete or refund the transaction, subject to compliance with applicable laws, AML/KYC requirements, and Kotova's internal policies.

12. Intellectual Property

All intellectual property rights in and to the service, including but not limited to the Platform, website, software, algorithms, code, designs, graphics, logos, trademarks, trade names, service marks, text, images, and all other content and materials (collectively, "Kotova IP"), are and shall remain the exclusive property of Kotova and its licensors.

These Terms do not grant you any right, title, or interest in or to any Kotova IP, except for a limited, non-exclusive, non-transferable, revocable license to access and use the service for its intended purpose in accordance with these Terms.

You shall not, without Kotova's prior written consent: (a) copy, reproduce, distribute, publish, display, or create derivative works of any Kotova IP; (b) modify, translate, adapt, reverse engineer, decompile, or disassemble any part of the service; (c) remove, alter, or obscure any proprietary notices, labels, or marks on the service; or (d) use any Kotova IP for any commercial purpose outside the scope of these Terms.

13. Governing Law

These Terms and any dispute or claim arising out of or in connection with them, their subject matter, or their formation (including non-contractual disputes or claims) 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.

Any legal action, suit, or proceeding arising out of or relating to these Terms or the service shall be instituted exclusively in the courts of Hamburg, Germany, and you irrevocably submit to the exclusive jurisdiction of such courts. You waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to, any action or proceeding in such courts.

Notwithstanding the foregoing, Kotova retains the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of Kotova's intellectual property rights or other proprietary rights.

14. Tax

You are solely responsible for determining and fulfilling all tax obligations that arise from your use of the service and any transactions you conduct through the Platform. This includes, but is not limited to, the determination of applicable taxes, the calculation of taxable amounts, the filing of tax returns, and the timely payment of all taxes owed to the relevant tax authorities in your jurisdiction.

Kotova does not provide tax advice and makes no representations or warranties regarding the tax consequences of any transaction. You are strongly encouraged to consult with a qualified tax professional regarding your specific tax obligations related to digital asset transactions.

Kotova may be required to report certain transaction information to tax authorities as mandated by applicable law. By using the service, you consent to such reporting and agree to cooperate with Kotova in providing any additional information that may be required for compliance purposes.

15. Risk

By using the service, you acknowledge and accept the inherent risks associated with digital assets and blockchain technology, including but not limited to:

Market Volatility: The value of digital assets can fluctuate significantly and rapidly. You may experience substantial losses, including the total loss of your digital assets. Past performance is not indicative of future results.

Technical Risks: Blockchain networks may experience congestion, forks, protocol changes, node failures, 51% attacks, or other technical issues that could affect transactions, result in delays, or cause loss of funds.

Regulatory Risk: The legal and regulatory status of digital assets varies by jurisdiction and is subject to change. Changes in laws and regulations may adversely affect the use, transfer, or value of digital assets, and may result in the restriction or prohibition of certain services.

Irreversibility: Blockchain transactions are generally irreversible. Once a transaction is broadcast to the network, it cannot be recalled, reversed, or cancelled. Errors in wallet addresses, amounts, or network selections may result in permanent loss of funds.

Smart Contract Risk: Some of our services rely on smart contracts, which are autonomous programs deployed on blockchain networks. While Kotova takes reasonable measures to audit and secure its smart contracts, no smart contract is guaranteed to be free from vulnerabilities, bugs, or exploits.

You accept full responsibility for evaluating and assuming all risks associated with using the service. You should not engage in digital asset transactions unless you fully understand and accept these risks. For additional information, please refer to our Risk Disclosure page.

16. Modifications

Kotova reserves the right to modify, amend, supplement, or replace these Terms at any time and at its sole discretion. When material changes are made, Kotova will update the "Last updated" date at the top of this page and may, but is not required to, provide additional notice through the Platform, via email, or through other communication channels.

Your continued use of the service after any modification to these Terms constitutes your acceptance of the modified Terms. If you do not agree with any modification, your sole remedy is to discontinue use of the service. It is your responsibility to review these Terms periodically for any changes.

No modification of these Terms by any third party shall be valid or binding. Any terms or conditions proposed by you that are in addition to, different from, or inconsistent with these Terms are hereby expressly rejected by Kotova.

17. Entire Agreement

These Terms, together with the Privacy Policy, AML/KYC Policy, and any other policies or guidelines referenced herein or published on the Platform, constitute the entire agreement between you and Kotova with respect to the subject matter hereof and supersede all prior or contemporaneous communications, agreements, representations, and understandings, whether oral or written, between you and Kotova.

No waiver by Kotova of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition, or a waiver of any other term or condition. Any failure of Kotova to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

18. Miscellaneous

18.1 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the remaining provisions of these Terms, which shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties.

18.2 No Joint Venture or Partnership

Nothing in these Terms shall be construed to create a joint venture, partnership, employment, or agency relationship between you and Kotova. You have no authority to bind Kotova in any respect, and you shall not represent or imply to any third party that you have such authority.

18.3 Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without Kotova's prior written consent. Kotova may freely assign, transfer, or delegate its rights and obligations under these Terms without restriction and without notice to you. Any attempted assignment in violation of this section shall be null and void.

18.4 Force Majeure

Kotova shall not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from circumstances beyond Kotova's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of governmental authorities, power failures, telecommunications failures, blockchain network outages, cyberattacks, or any other force majeure events.

18.5 Notices

Any notice required or permitted to be given under these Terms shall be in writing and shall be deemed effective when sent to Kotova at legal@kotova.io or to the user at the email address provided during a transaction or verification process. You are responsible for ensuring that your contact information is current and accurate.

18.6 Language

These Terms are drafted in English. In the event of any discrepancy between the English version and any translated version of these Terms, the English version shall prevail.