Terms of Use

These Terms of Use (the “Terms”) govern access to the ExWell platform available on the Internet at https://exwell.io (the “Platform”) and the provision of the Services. The operator of the Platform and the person providing the Services is Prime technology LTD, a company incorporated under the laws of Belize, registration certificate CERT-REG-24/65176 (“ExWell”). References to “ExWell” and “Exwell” in these Terms mean that operator.

The Services include, in particular: cryptocurrency exchange; acceptance of prepayment for ExWell services; display of the unused prepayment balance in the User’s personal account; and rental of TRON network energy to an address specified by the User.

These Terms, together with the documents expressly incorporated by reference, constitute the entire agreement between the User and ExWell in respect of the subject matter of the Terms. In the event of any conflict between these Terms and any other documents, these Terms shall prevail to the extent of such conflict. Informational materials published on the Platform, as well as oral or written statements not expressly incorporated into the Terms, do not form part of the agreement between the parties and do not create independent obligations of ExWell.

By accessing the Platform, viewing its content, downloading materials, or otherwise using the Services, the User confirms that they have reviewed ExWell’s Privacy Policy and AML/KYC Policy, accept them, and undertake to comply with these Terms. ExWell may amend the Terms at any time without prior notice to the User. Continued use of the Platform and/or the Services after a revised edition is published constitutes the User’s acceptance of such amendments. The User must independently review the current edition of the Terms from time to time.

The User is granted only the right to use the Platform within the limits set by these Terms. Use of the Platform and/or the Services is prohibited if the User is connected with any of the following states (territories) within the meaning of this paragraph: Afghanistan, American Samoa, United States Virgin Islands, Guam, Iran, Yemen, Libya, Pakistan, State of Palestine, Puerto Rico, Somalia, Democratic People’s Republic of Korea, Northern Mariana Islands, United States of America, Syria, Russian Federation, Republic of Belarus, Republic of Sudan, Transnistria, Abkhazia, South Ossetia, Turkish Republic of Northern Cyprus, Western Sahara, Federal Republic of Ambazonia, Kosovo, and the temporarily occupied territories of Ukraine, as well as any other state (territory) subject to United Nations Security Council sanctions or equivalent restrictions (together, the “Prohibited Jurisdictions”). A connection with a Prohibited Jurisdiction exists if: (a) in the case of a natural person — the User is located in such jurisdiction or is a citizen or resident of it; (b) in the case of a legal entity or other organisation — the User is registered or incorporated in such jurisdiction, has its principal place of business there, or is controlled by a person who is located, registered, or incorporated in, or is a citizen or resident of, such jurisdiction. Prohibited Jurisdictions also include any jurisdiction in which access to or use of the Services or the Platform is unlawful for the User under Applicable Law (by reason of citizenship, habitual residence, residency, place of registration, incorporation, principal place of business, or otherwise), or in which the offering or provision of the Services or the Platform is prohibited, contrary to local law, or may give rise to local registration or licensing requirements on ExWell. ExWell may, at its discretion, monitor and restrict or block access to the Services and the Platform from Prohibited Jurisdictions. If ExWell determines that the User is accessing the Services or the Platform from a Prohibited Jurisdiction or has provided inaccurate information about location, registration, incorporation, citizenship, residence, principal place of business, or controlling persons, ExWell may immediately refuse to provide the Services.

Terms and definitions

Unless the context otherwise requires, the following terms have the meanings set out below:

“API” means application programming interfaces;

“Applicable Law” means statutes, subordinate legislation, international treaties, court decisions, and other mandatory requirements that the User and/or ExWell must follow when receiving or providing the Services;

“User” (“Participant”) means a natural person, legal entity, or other organisation accessing the Platform and/or using the Services. If access to the Platform and/or use of the Services is carried out by a natural person on behalf of a legal entity or other organisation, the party to these Terms is that organisation, not the natural person; the natural person represents that they have authority to bind the organisation to these Terms;

“Services” means the websites, applications, and other services provided by ExWell, including:
a) the Platform at https://exwell.io;
b) any content downloaded from ExWell websites;
c) any publications and materials provided by ExWell;
d) features and content provided by third parties;
e) cryptocurrency exchange;
f) acceptance of prepayment for ExWell Services (a stablecoin on the TRON network; the specific accepted stablecoin is indicated in the personal account) and display of the unused prepayment balance in the personal account;
g) rental of TRON network energy to an address specified by the User;

“Platform” (“Trading Platform”) means the website at https://exwell.io, including related ExWell information resources;

“Partner” means a User participating in the partner programme under Section 14 of these Terms;

“Referral Link” means a personal link displayed in the personal account and used to attribute referred exchanges;

“Business API” means ExWell’s partner application programming interface (including documentation published on the Platform), access to which is provided by means of an API key.

Numerical values, statuses, and other interface elements of the personal account (including labels that may be named “balance”, “wallet”, or otherwise), insofar as they relate to prepayment for the Services, serve solely to display the unused prepayment balance and to record related operations. Accruals under the partner programme are displayed separately and are governed by Section 14 of these Terms. Those interface elements do not mean that the User is provided with a cryptocurrency wallet, an account for storing crypto-assets, or custody or administration of crypto-assets on the User’s behalf.

1. Access terms

When accessing and using the Services, the User must:
a) not engage in activity connected with unlawful conduct or any other breach of Applicable Law;
b) not attempt to compromise the security or integrity of ExWell’s information systems;
c) not use the Services in a manner that may disrupt their operation or impede other users’ access to them;
d) not obtain unauthorised access to systems and materials to which the User has not been granted access;
e) not upload or distribute malicious files or code;
f) not make unauthorised changes to the Platform software;
g) keep account credentials confidential and not disclose them to third parties;
h) promptly notify ExWell of any known security incidents relating to the User’s account.

ExWell may impose restrictions on access to the Services, including limits on operations and API requests.

By using the Platform and/or the Services, the User represents and warrants that:
a) they have reviewed these Terms and accept them in full;
b) if the User is a natural person — they are at least 18 years of age and have full legal capacity to enter into an agreement on these Terms; if the User is a legal entity or other organisation — it is duly established and existing, and the natural person accepting these Terms on its behalf has the relevant authority;
c) funds used in operations have been obtained lawfully;
d) they comply with Applicable Law;
e) they are aware of the risks associated with cryptocurrency operations and other Services;
f) information provided to ExWell is accurate and up to date;
g) in respect of cryptocurrency exchange — the receiving address belongs to the User or a person authorised by the User, and the User controls that address; in respect of TRON network energy rental — the User independently specifies the energy recipient address (including a third-party address), confirms that they have the right or mandate to direct the Service to that address, and accepts the risk of specifying an incorrect, unavailable, or otherwise improper address;
h) they do not use the Services from Prohibited Jurisdictions;
i) they are not a sanctioned person and are not acting for the benefit of such a person;
j) they are not included on applicable sanctions lists and are not connected with persons included on such lists.

ExWell may verify the User in the cases and in the manner provided by Applicable Law and the AML/KYC Policy, including identification of a natural person or verification of information about a legal entity or other organisation and authorised persons.

The User must cooperate with such verification and provide requested information and documents within a reasonable time.

If there is a suspicion of a breach of these Terms, Applicable Law, or the AML/KYC Policy, ExWell may suspend, restrict, or refuse cryptocurrency exchange, acceptance of incoming prepayment, and/or performance of TRON network energy rental orders, including by not crediting an incoming transfer to the prepayment balance, not performing the relevant order, and holding funds in the course of AML/KYC procedures. Upon termination of access to the account, the unused prepayment balance is not payable to the User, except as expressly provided by the AML/KYC Policy (return to the sender and/or compliance with Applicable Law).

ExWell may, at its own discretion, terminate or restrict the User’s operations and/or access to the Services.

The User is responsible for providing accurate and complete information.

ExWell does not compensate losses arising from the suspension, restriction, or termination of operations, unless otherwise required by Applicable Law.

2. Fees and Service pricing

A fee may be charged for use of the Services. The amount of the fee, the terms of exchange (including a fixed or floating rate mode), and the price of the relevant Service are determined by ExWell. Before the User confirms an operation, the User is provided with the final terms of that operation to the extent sufficient for confirmation (in particular, the displayed rate and/or amounts, or the Service price). The structure of the price, including the percentage or amount of ExWell’s own markup, cost, third-party remuneration, or any other breakdown of the price, is not communicated to the User and is not subject to disclosure unless ExWell expressly states otherwise. In a fixed-rate exchange, the User accepts the rate and amounts stated for the order at the time of confirmation. In a floating-rate exchange, the User accepts that the rate and amounts displayed before performance are indicative, and that the final payout is determined by actual performance of the exchange. ExWell may at any time change fees, rates, and prices for subsequent operations; such changes do not result in a recalculation of operations already being performed or already performed and, in the case of a fixed rate, of terms already fixed in a confirmed order. By confirming an operation, the User accepts the applicable price (rate) terms in effect at the time of confirmation.

3. Privacy Policy, AML/KYC, and cookies

The User must review ExWell’s Privacy Policy at https://exwell.io/docs/privacy; the AML/KYC Policy at https://exwell.io/docs/amlKyc; and the Cookie Policy at https://exwell.io/docs/cookiesPolicy. Use of the Services constitutes the User’s acceptance of those documents in the current edition published on the Platform.

4. Representations and warranties

The User represents and warrants that they are entitled to use the Services and accept these Terms in full.

The User acknowledges that information published on the Platform is for reference only and is not an individual recommendation, an offer, or a guarantee of result, unless ExWell expressly states otherwise.

The User uses the Platform and the Services independently and at their own risk.

5. Limitation of liability

Nothing in these Terms excludes or limits ExWell’s liability for fraud (including fraudulent misrepresentation) or in any other case where such exclusion or limitation is not permitted by Applicable Law.

To the maximum extent permitted by Applicable Law, ExWell is not liable for indirect, incidental, or punitive damages, lost profits, or loss of data arising from use of or inability to use the Platform and/or the Services.

6. Settlements

The following are final and not subject to recalculation (except in cases of a clear technical error by ExWell or requirements of Applicable Law):

(a) in respect of cryptocurrency exchange: for a fixed-rate exchange — the rate and amounts fixed in the order in accordance with the terms of that exchange; for a floating-rate exchange — the amounts actually credited or paid to the User upon performance of the order. Indicative rates and amounts displayed when a floating-rate order is created or confirmed are not a guaranteed final payout;

(b) the price of a TRON network energy rental order at the time the User confirms the order;

(c) the amount credited to the unused prepayment balance.

Display of the prepayment balance in the personal account reflects the accounting of those operations and does not constitute a bank, payment, or other settlement account of the User.

7. Confidentiality

The User must keep confidential any confidential information that becomes known to them in connection with use of the Platform and/or the Services, and must not disclose it to third parties without ExWell’s prior consent, except as expressly required by Applicable Law.

Confidential information includes, in particular, information constituting ExWell’s trade secrets and other information marked as confidential or that by its nature ought to be protected.

8. Force majeure

ExWell’s liability for delays and/or non-performance caused by circumstances beyond ExWell’s reasonable control is limited. Such circumstances include, among others: failures and congestion of blockchain networks (including the TRON network); unavailability or delays on the part of the energy rental provider, blockchain node providers, and incoming-transfer monitoring providers; and other force majeure events. In such cases, the time for providing the Services may be extended. Lost profits and indirect losses are not compensated unless otherwise required by Applicable Law.

9. Severability

If any provision of these Terms is held to be invalid, unlawful, or unenforceable, that does not affect the validity, lawfulness, or enforceability of the remaining provisions. Such provision shall be modified to the minimum extent necessary or, if modification is not possible, severed from the Terms.

10. Governing law

These Terms are governed by and construed in accordance with the laws of England and Wales (United Kingdom), without regard to conflict-of-laws rules.

11. Dispute resolution

Disputes, disagreements, and claims arising out of or in connection with these Terms shall be submitted to the courts of England and Wales (United Kingdom), unless otherwise required by mandatory provisions of Applicable Law.

Enquiries, questions, and claims relating to the Services, including prepayment and TRON network energy rental, shall be sent via the feedback form on the website and/or by email to support@exwell.io.

12. Prepayment for Services

12.1. In order to pay for Services in the personal account and/or via the Business API, if ExWell has granted such access (as of the date of these Terms — in particular, TRON network energy rental), the User may transfer a stablecoin on the TRON network to the payment address displayed in the personal account and/or via the Business API. The specific accepted stablecoin, and the minimum top-up amount (if set), are indicated in the personal account or in the Business API response. That payment address belongs to ExWell; the User is not provided with, and is not transferred, private keys or any other access enabling them to dispose of funds at that address.

12.2. From the moment prepayment is accepted in accordance with clause 12.3 of these Terms, the relevant transfer is recognised as payment of an advance for ExWell Services. Title to the digital assets received passes to ExWell. The User is shown an unused prepayment balance in the amount credited, less network costs (where applicable).

12.3. Prepayment is deemed accepted by ExWell only when both of the following conditions are met: (i) the stablecoin transfer has been confirmed by the TRON network to an extent sufficient under the customs of that network and/or the rules published in the personal account or communicated via the Business API; and (ii) the corresponding amount is reflected as unused prepayment balance in the personal account and/or via the Business API. Until those conditions are met, the transfer is not recognised as accepted prepayment. ExWell may defer crediting, refuse crediting following a check (including an AML/KYC check), and return funds to the sender less network costs if a return is technically possible. A delay in displaying the balance does not in itself constitute a refusal to accept prepayment and does not create an obligation on ExWell to credit the amount by a specified time measured in minutes or hours.

12.4. The unused prepayment balance may be used solely to pay for ExWell Services in the personal account and/or via the Business API (if such access has been granted). The balance may not be withdrawn to a blockchain network, exchanged for another cryptocurrency, set off against a payout under Section 14, or transferred to another account or to a third party.

12.5. The unused prepayment balance is not the User’s crypto-asset, electronic money, a deposit, or any other demand monetary claim, and does not give the User a right to require delivery or transfer of the corresponding digital assets other than by cancellation of unused prepayment as provided in these Terms and the AML/KYC Policy.

12.6. ExWell is not obliged to return the unused prepayment balance. If a return is made by ExWell’s decision or in order to comply with Applicable Law, such return is characterised as cancellation of unused prepayment and is made to the sender’s address less network costs (where technically possible), and not as a withdrawal of cryptocurrency deposited or held on the User’s behalf.

12.7. The User is responsible for the lawfulness of the source of the transfer and for correctly specifying the payment address, amount, network, and asset in accordance with the data displayed in the personal account at the time of the transfer. The risk of specifying an incorrect address, amount, network, or asset lies with the User.

12.8. ExWell is not obliged to credit to the prepayment balance, and is not obliged to return, a transfer that does not match the conditions indicated in the personal account at the time of the transfer, including without limitation: a different asset or token (including the network’s native currency instead of the specified stablecoin); a different network; an amount below the applicable minimum (if a minimum is stated in the personal account); a transfer to the payment address after the account has been closed or blocked; and other transfers that ExWell cannot unambiguously attribute to a specific User’s prepayment. Any return in such cases is made solely at ExWell’s decision, if technically possible, to the sender’s address and less network costs. The risk of erroneous, non-compliant, or de minimis (immaterial-amount) transfers lies with the User.

13. TRON network energy rental

13.1. The Service under this Section consists in arranging rental of TRON network energy to an address specified by the User (including an address that does not belong to the User). That Service is not a transfer of the User’s cryptocurrency and is not a cryptocurrency exchange.

13.2. The Service is paid by debiting the unused prepayment balance. An order may be confirmed in the personal account or via the Business API (if such access has been granted). The Service price is determined by ExWell and is communicated to the User before the order is confirmed. Applicable limits are indicated in the personal account and/or in Business API documentation or responses.

13.3. Performance of the Service may involve a third party (an energy rental provider). ExWell does not guarantee the timing, volume, or result of energy delegation beyond the parameters actually provided by the provider and the TRON network.

13.4. If an incorrect, unavailable, or otherwise improper recipient address is specified, or a third-party address: after the prepayment balance has been debited and the order has been submitted to the provider, the Service is deemed ordered. A return of the corresponding amount to the prepayment balance is made only if the order is not performed (according to the status displayed in the personal account or via the Business API).

13.5. TRON network energy is not credited to the User as their crypto-asset and is not recorded as an asset held on the prepayment balance.

14. Partner programme

14.1. This Section governs participation by a registered User (in this Section, the “Partner”) in the ExWell partner programme. The programme enables the Partner to refer clients to cryptocurrency exchange through: (a) a personal Referral Link displayed in the personal account; and/or (b) the Business API, access to which is provided by means of an API key displayed in the personal account. Business API documentation published on the Platform is technical in nature and does not replace these Terms. Prepayment and energy rental via the Business API are governed by Sections 12, 13, and 15 of these Terms and are not mixed with exchange remuneration under this Section.

14.2. Registration of an account, obtaining a Referral Link and/or an API key, and use of those tools constitute the Partner’s acceptance of this Section. If the Partner does not agree with this Section, they must refrain from participating in the programme. If the Partner is a legal entity or other organisation, the natural person registering the account or using the Referral Link and/or API key represents that they have authority to act on behalf of that Partner; in that case the party to these Terms is the Partner — the organisation — and not the natural person. Rights granted to the Partner are non-exclusive: ExWell may enter into similar arrangements with any third parties and may promote the Services itself.

14.3. The Partner and ExWell act independently. Nothing in these Terms creates employment, partnership, agency, or a joint venture. The Partner may not assume obligations on ExWell’s behalf, give warranties or financial advice on ExWell’s behalf, or hold themselves out as ExWell’s representative.

14.4. Remuneration is accrued solely for a Qualifying Transaction: a cryptocurrency exchange that (i) is attributed to the Partner by the Platform via the Referral Link or the API key in the manner established by the Platform; and (ii) has been performed by ExWell to a successfully completed status. An exchange carried out by the Partner using their own Referral Link or their own API key is not excluded from Qualifying Transactions merely on that ground. Operations that are subsequently cancelled, refunded, not completed, or that ExWell refused to perform are not Qualifying Transactions.

Where a client is referred to the Platform via a Referral Link, the end user is an ExWell User; these Terms apply to them, including the prohibition on using the Services from Prohibited Jurisdictions.

When the Business API is used, ExWell provides the Partner with a technical solution for creating and performing an exchange. The persons to whom the Partner provides its own services are determined by the Partner under its rules and its contract with the client. ExWell may refuse to create or perform an order in accordance with the terms of the Services; in that event no Qualifying Transaction arises. The Partner may not promise clients performance contrary to ExWell’s refusal.

14.5. The amount, calculation base, and rate of remuneration are determined by ExWell and communicated to the Partner in the personal account (including the partner rate, if set by the Partner or ExWell). The rate in effect at the time the relevant order is created applies to that order. If there is no non-zero rate at that time, no remuneration is accrued on the order even if the exchange is successfully performed. The specific accrual stablecoin is indicated in the personal account. ExWell is not obliged to disclose the structure of its own margin, cost, or third-party remuneration.

14.6. Accruals under the partner programme and their payout are not prepayment for Services, do not constitute unused prepayment balance, and are not governed by Section 12 of these Terms. Payout is made upon the Partner’s request in the personal account to the address specified by the Partner, in the stablecoin and network indicated in the account. The minimum amount, availability, and timing of payout are indicated in the account or determined by ExWell; ExWell does not guarantee payout by a specified time measured in minutes or hours. ExWell may defer, refuse, withhold, or adjust an accrual if there is a suspicion of programme abuse, a breach of these Terms, the AML/KYC Policy, or Applicable Law, or if the operation is not a Qualifying Transaction.

14.7. The Partner must not: (a) manipulate the programme or mislead ExWell as to attribution of operations (carrying out one’s own exchanges via one’s own Referral Link or API key is not in itself manipulation); (b) place advertising on queries identical or confusingly similar to ExWell’s trade name, trademark, or domain without ExWell’s prior written consent; (c) register domain names containing ExWell designations, or copy the Platform or any part of it; (d) make statements about ExWell or the Services that are false, misleading, or inconsistent with ExWell documentation; (e) direct to the Platform (including via a Referral Link) persons who are prohibited from using the Services, including Prohibited Jurisdictions; use the Business API to circumvent ExWell’s refusal to create or perform an operation; or involve others in activity prohibited by Applicable Law; (f) transfer the API key to third parties or disclose it; (g) reverse-engineer the Business API or use it to create a competing exchange service.

14.8. ExWell retains all rights in the Platform, the Services, the Business API, and related intellectual property. The Partner is granted a limited, non-exclusive, non-transferable, and revocable licence to use materials that ExWell has expressly provided for promoting the Services, solely during participation in the programme and in accordance with these Terms. Upon termination of participation, the Partner must cease such use.

14.9. The API key is confidential. The Partner bears the risk of unauthorised use of the key. ExWell may change, restrict, suspend, or terminate access to the Business API, the Referral Link, and the programme as a whole without compensating lost profits.

14.10. ExWell may unilaterally amend the terms of the partner programme, including rates, attribution channels, and payout procedures. Continued participation after a revised edition is published constitutes the Partner’s acceptance. ExWell or the Partner may terminate participation in the programme at any time. After termination, no new accruals arise. ExWell may withhold the final payout for a reasonable period to verify Qualifying Transactions and recover (including by set-off) amounts accrued or paid in breach of these Terms.