Welcome to Independent Well USA Corp. These Terms of Service explain how the services work, what you control, what Independent Well USA Corp provides, and the rules that apply when you use Independent Well USA Corp.
Effective Date: October 1, 2026
IMPORTANT NOTICE REGARDING ARBITRATION: THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT, A CLASS ACTION WAIVER AND A JURY TRIAL WAIVER. EXCEPT AS EXPRESSLY PROVIDED BELOW, YOU AND INDEPENDENT WELL USA CORP. AGREE TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS.
These Terms of Service ("Terms") govern the use of the products and services provided by Independent Well USA Corp., doing business as Bitcoin Well ("Independent Well," "we," "us," or "our").
By accessing or using any service provided by Independent Well, including any website, web or mobile application, interface, API, or platform operated by us (collectively, the "Platform"), you agree to be bound by these Terms. If you do not agree, you must not use our Platform.
Independent Well does not:
Independent Well operates the Platform, a technology interface that connects you with, and transmits your instructions to, the providers of the Provider Services. "Provider Services" means the account, trading, custody, settlement, money movement, and IRA services provided to you by BitGo and Heritage IRA (each as defined in Section 1.1) under your agreements with them.
Independent Well does not route, execute, clear, or settle any purchase, sale, or transfer of Bitcoin or U.S. dollars, and is not a party to any of them. Every transaction is between you and BitGo (and, for IRAs, Heritage IRA). When you place an order, fund your account, or request a withdrawal through the Platform, your instruction is sent to BitGo, and BitGo decides whether to accept and complete it.
Independent Well does not at any time receive, hold, or transmit your funds or Bitcoin. Independent Well connects to BitGo through a technology integration solely to submit the instructions that you initiate and authorize through the Platform. Independent Well does not initiate any purchase, sale, deposit, or withdrawal on its own, and every transaction is carried out by BitGo in your own BitGo account.
You accept these Terms by checking the acceptance box or clicking "I Agree" (or a similar button) when you create an account or before you complete a transaction. Updated versions of these Terms apply as described in Section 15.
Continued use of our Platform constitutes acceptance of these Terms and any updated versions.
Independent Well makes the Platform available so that you can engage BitGo Prime LLC and BitGo Bank & Trust, National Association (formerly BitGo Trust Company, Inc.) (collectively “BitGo”) and Heritage IRA Inc. (“Heritage IRA”) to provide the Provider Services directly to you.
The identity and role of the provider for a particular transaction or service will be disclosed to you before you complete the applicable enrollment, order, or transaction. Where a third-party provider requires you to enter into separate terms, those terms govern that provider’s services. Independent Well is not a party to a separate agreement between you and a third-party provider unless the agreement expressly states otherwise.
Services that rely on BitGo may involve the routing of orders, the execution of trades, and the settlement of digital asset transactions through BitGo's licensed infrastructure. BitGo may handle the execution of orders and provide trade confirmation and settlement summaries. Information relating to onboarding, compliance screening, identity verification, or transaction processing may be shared with BitGo or its affiliates to support anti-money laundering, know-your-customer, and sanctions screening requirements.
BitGo is responsible for the processing and handling of any personal information it receives while providing these services. BitGo's privacy practices are described in the BitGo Privacy Policy, available at https://www.bitgo.com/privacy
To access any settlement, trading, or money movement services through BitGo you must review and agree to the applicable BitGo customer agreements (collectively, the "BitGo Customer Agreements"), which may include:
BitGo has advised that it maintains insurance coverage for certain digital assets held in its custody where BitGo holds all of the keys, subject to the terms, limits, and exclusions of its policies. This coverage does not apply to Bitcoin delivered to your own wallet, and Independent Well does not provide, guarantee, or control it. Details are available at: https://www.bitgo.com/solutions/insurance/
Independent Well will not enable access to BitGo services for you until you have accepted the applicable BitGo Customer Agreements. Those are between you and BitGo, and Independent Well is not a party to them. To open your BitGo account, we send BitGo the identity and verification information described in Section 11.1 before you are asked to accept the BitGo Customer Agreements. By submitting your information for verification, you authorize that transfer.
Services that rely on Heritage IRA may involve the operating, closing, tax reporting and the distribution of IRA assets through Heritage IRA’s infrastructure. Information relating to onboarding, compliance screening, identity verification, or transaction processing may be shared with Heritage IRA or its affiliates to support anti-money laundering, know-your-customer, and sanctions screening requirements.
Heritage IRA is responsible for the processing and handling of any personal information it receives while providing these services. Heritage IRA's privacy practices are described in the Heritage IRA Privacy Policy, available at https://www.heritageira.com/privacy.
To access any IRA services through Heritage IRA you must review and agree to the applicable Heritage IRA Terms and Conditions, available at Heritage IRA Terms and Conditions.
Independent Well will not enable access to Heritage IRA services for you until you have accepted the applicable Heritage IRA Terms and Conditions. Those are between you and Heritage IRA, and Independent Well is not a party to them.
Independent Well does not serve as an IRA custodian, trustee, administrator, investment adviser, tax adviser, or fiduciary. Heritage IRA is solely responsible for IRA custody, account administration, contributions, distributions, tax reporting, and other IRA-related functions to the extent provided in its agreements with you.
For IRA accounts established through Heritage IRA, Heritage IRA is the IRA custodian, and BitGo is the custody provider: your IRA's cash and digital assets are held at BitGo in an account for the benefit of Heritage IRA ("FBO account"), and purchases and sales for your IRA are executed in that account. IRA assets are not delivered to a self-custody wallet. Section 3.6 and the self-custody statements in Section 7.3 do not apply to IRA assets. Additional terms specific to Bitcoin IRA accounts — including fee disclosure, required consents to electronic delivery and electronic signatures, taxpayer certification, your responsibility for IRA rules, and beneficiary designations — are set out in Section 5.8 (Bitcoin IRA Accounts).
Independent Well remains responsible for its customer relationships, including customer support for the Platform and compliance oversight of activity on the Platform. BitGo and Heritage IRA are responsible for the Provider Services they provide.
These Terms incorporate by reference:
These documents form part of your agreement with Independent Well and apply to your use of our Platform.
Independent Well does not provide financial, investment, legal, accounting, or tax advice. No information provided through the Platform, our website, customer support interactions, marketing materials, or educational resources should be interpreted as a recommendation or solicitation to engage in any specific transaction, strategy, or course of action.
You are solely responsible for evaluating your own financial situation and risk tolerance and should consult with qualified professionals as needed.
Independent Well is a United States company organized under the laws of the State of Wyoming and is registered with the Financial Crimes Enforcement Network ("FinCEN") as a Money Services Business under registration number 31000308454032. As an MSB, Independent Well is subject to the Bank Secrecy Act (31 U.S.C. § 5311 et seq.) (as amended by the USA PATRIOT Act of 2001 and the Anti-Money Laundering Act of 2020), and related regulations governing customer identification, transaction monitoring, reporting, and recordkeeping. Registration with FinCEN is not a license and does not mean that FinCEN has approved or endorsed Independent Well or the Platform. Independent Well does not provide money transmission services; money movement, trading, and custody are Provider Services provided by BitGo.
Independent Well collects, verifies, and maintains certain information to comply with applicable U.S. federal and state laws. By using our Platform, you acknowledge and agree that:
Use of our Platform is limited to individuals and entities legally permitted to transact in digital assets under applicable U.S. law. You represent that you are not using our Platform on behalf of any sanctioned or prohibited person or entity.
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.
What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents.
For business accounts: we will ask for the business name, address, taxpayer identification number, and other information that will allow us to identify the business, and we may ask for formation documents and identifying information about the individuals who own or control the business.
Where your identity is verified by BitGo in connection with the BitGo Customer Agreements, BitGo is also required to obtain, verify, and record this information.
To use the Platform provided by Independent Well, you must meet all eligibility requirements outlined in this section. By accessing or using our Platform, you represent and warrant that each statement below is true and will remain true for the duration of your use.
You must be at least eighteen (18) years of age (or the age of majority in your state of residence, if higher) and capable of entering into legally binding contracts under the laws of your jurisdiction. If you do not meet these requirements, you are not permitted to use our Platform.
You must reside in a United States state or territory where the Platform and the Provider Services are available. Independent Well may restrict access to certain states or regions based on licensing, regulatory requirements, or risk considerations.
You agree that you will not attempt to use our Platform from any location where use is prohibited, including through VPNs, proxies, or location-spoofing tools.
You agree to provide accurate and complete information when creating an account or conducting activities through the Platform, and you consent to identity verification procedures carried out by Independent Well, BitGo, or Heritage IRA (including their vendors). This may include the collection and validation of identifying information, documents, or other data required to satisfy Independent Well's obligations under the Bank Secrecy Act, the Anti-Money Laundering Act of 2020, and related regulations. Where verification includes a selfie, facial scan, or liveness check, we will ask for your separate written consent before collecting that information, as described in the Privacy Policy.
You represent that all information you supply is truthful, current, and complete. You authorize Independent Well to obtain, verify, and record information about you and your business as required by law.
You agree that you will use the Platform only for lawful purposes and in compliance with all applicable federal, state, and local laws. This includes compliance with the Bank Secrecy Act, anti-money laundering regulations, tax reporting requirements, and any state laws applicable to digital asset transactions.
You represent that you are not the subject of any sanctions administered by the United States Department of the Treasury, Office of Foreign Assets Control (“OFAC”); that you are not listed on, or owned fifty percent (50%) or more by one or more persons listed on, the Specially Designated Nationals and Blocked Persons List or any other U.S. government restricted-party list; and that you are not located in, organized in, or ordinarily resident in a jurisdiction subject to comprehensive U.S. sanctions. You also represent that you are not using the Platform on behalf of any prohibited individual or entity.
You agree that you will use the Platform for your own personal or business purposes. You must not create an account or transact on behalf of another individual or entity unless expressly permitted under a separate written agreement with Independent Well.
You agree that you will not use the Platform to facilitate fraud, scams, market manipulation, illegal gambling, prohibited online activities, money laundering, sanctions evasion, or any unlawful purpose.
Independent Well is a self-custody first platform. Except where you separately enter into a custodial relationship with BitGo under the BitGo Customer Agreements or hold assets in an IRA through Heritage IRA, all digital assets accessed through the Platform are delivered to wallets you control.
You represent and warrant that:
You are solely responsible for:
Independent Well does not maintain custody of digital assets at any time. Neither Independent Well nor its service providers can recover lost private keys, access compromised wallets, or reverse Bitcoin transfers.
To access certain features of the Platform, you may be required to create an account with Independent Well.
You agree to:
Independent Well may refuse to create an account, may limit functionality, or may terminate an account if required to comply with law, regulation, manage risk, or enforce these Terms or Company policy.
Independent Well is required to verify the identity of individuals and businesses using the Platform.
You agree to provide any information or documentation requested by Independent Well, its service providers, or their vendors, to satisfy Independent Well's obligations under the Bank Secrecy Act, the Anti-Money Laundering Act of 2020, FinCEN regulations, and applicable state laws.
Verification may include, but is not limited to:
You authorize Independent Well to conduct identity verification, sanctions screening, and other compliance related checks directly or through authorized service providers.
Failure to provide required information may result in delayed, restricted, or refused transactions.
By using the Platform, you consent to receive all communications electronically. This includes notifications, receipts, disclosures, account updates, agreements, and any legally required notices.
Electronic communications may be delivered by email, through your account dashboard, or through other electronic methods supported by Independent Well. You agree that electronic delivery constitutes valid and binding communication and satisfies any legal requirement for written notice.
It is your responsibility to:
If you withdraw consent to electronic communication, you may be unable to continue using the Platform.
Before you consent, please note:
(a) Paper copies. You may request a paper copy of any communication we are required by law to provide to you by contacting hello@bitcoinwell.com. [We will not charge a fee for paper copies.]
(b) Withdrawing consent. You may withdraw your consent at any time by contacting hello@bitcoinwell.com. Withdrawal takes effect within a reasonable time after we receive it and does not affect the legal validity of communications delivered before then.
(c) Scope. Your consent applies to all communications relating to your account, your transactions, and these Terms.
(d) Updating your contact information. You must keep your email address and phone number current by updating your account or contacting us.
(e) System requirements. To access and keep electronic communications, you need a device with a current web browser, internet access, a valid email address, software that can open PDF files, and the ability to save or print documents. If these requirements change in a way that creates a material risk that you will not be able to access or keep our communications, we will notify you and you may withdraw consent without a fee.
Independent Well may send SMS messages under the Bitcoin Well brand for identity verification, account security, transaction confirmations, onboarding support, compliance follow-up, and other service-related communications.
By providing your phone number, creating an account, using the Platform, or verbally confirming during onboarding or customer support that SMS is an acceptable communication method, you consent to receive SMS messages from Independent Well. Message frequency may vary depending on your account activity, verification status, transactions, and support needs. Message and data rates may apply.
SMS messages may include verification codes, security alerts, transaction confirmations, account updates, compliance requests, and service-related notices. SMS will not be used for marketing or promotional purposes unless you have separately provided express consent through an online or written opt-in process.
You may text HELP for assistance or contact Independent Well at hello@bitcoinwell.com. You may text STOP to opt out of SMS messages, or opt out at any time by any other reasonable means, including by emailing hello@bitcoinwell.com. We will honor opt-out requests within the time required by law. If you opt out of SMS messages, certain services may become unavailable, including account access, verification, security controls, or transaction processing where SMS is required.
Delivery of SMS messages is not guaranteed and may depend on your mobile carrier, device settings, network availability, or other factors outside Independent Well’s control.
Your use of SMS communications is also subject to Independent Well's Privacy Policy and these Terms. By continuing to use the Platform, you acknowledge that SMS communications may be necessary to support account security, verification, compliance, and transaction-related services.
You are solely responsible for safeguarding your account credentials and for maintaining the security of any device used to access the Platform. You agree to notify Independent Well immediately if you suspect unauthorized access to your account.
Independent Well is not responsible for losses resulting from compromised credentials, malware, unauthorized access to your devices, or misuse of your account by third parties.
Independent Well provides an online platform that allows eligible users to access digital asset services offered by Independent Well and its service providers.
Services that may be accessible through the Platform are, depending on your eligibility, BitGo's or Heritage IRA's offerings:
The Platform may allow you to purchase Bitcoin through BitGo using supported payment methods. Purchases are delivered directly to a self-custody wallet that you specify. Independent Well is not responsible for the security or functionality of your wallet or any third-party wallet software.
Independent Well may request additional information or impose transaction limits based on risk, compliance requirements, or payment method restrictions.
The Platform may allow you to sell Bitcoin through BitGo in exchange for United States dollars. Settlement may be made by bank transfer, payment service provider, or other supported methods. Independent Well may require confirmation of wallet ownership or additional verification before processing a sale.
Transactions may be delayed or refused if they appear inconsistent with law, regulatory expectations, or Company policy.
Independent Well may offer recurring purchase features that allow you to schedule automatic Bitcoin purchases at intervals you select on the Platform. You are responsible for ensuring the accuracy of payment information and for maintaining sufficient funds to complete scheduled purchases.
Recurring purchases remain in effect until you cancel them through your account or customer support. Independent Well may pause or cancel recurring purchases to satisfy compliance obligations or for risk related reasons.
Each recurring purchase is a preauthorized electronic fund transfer from your bank account. You will receive a copy of your recurring purchase authorization when you set it up. You may stop a scheduled payment by cancelling it in your account, or by contacting us at hello@bitcoinwell.com, at least three (3) business days before the scheduled date.
Independent Well may provide resources, tools, or educational materials intended to help you understand Bitcoin, self-custody, and related security practices. These materials are informational and are not financial, investment, tax, or legal advice.
You are solely responsible for selecting, configuring, and maintaining your own digital wallet and for safeguarding private keys and recovery phrases.
Independent Well may support business access to the Platform. Businesses must provide formation documents, authorized signatory information, beneficial ownership details, and any additional documentation required under the Bank Secrecy Act, applicable anti-money laundering regulations, and the requirements of our service providers.
Independent Well or its service providers may refuse or terminate a business account if required to comply with regulatory obligations or if the activity presents unacceptable risk.
If supported, the Platform may provide access to Lightning Network payments or other Bitcoin-related features offered by Independent Well's service providers or third parties. Lightning transactions are final and irreversible. Transaction times, fees, and reliability may vary based on network conditions.
Independent Well does not guarantee the performance or availability of Lightning services.
Access to the Platform or the services offered by Independent Well's service providers may be limited or unavailable due to maintenance, disruptions, regulatory requirements, or other operational reasons. Independent Well does not guarantee continuous or uninterrupted access to any service.
Independent Well may modify, suspend, or discontinue access to any service at any time. Material changes will be communicated through Independent Well's website, email, or other electronic methods.
If you open, fund, or maintain a Bitcoin IRA account (a “Bitcoin IRA”) through the Platform, that account is a Provider Service: it is established, held, and administered by Heritage IRA as IRA custodian, with BitGo as the custody provider for the digital assets held in the account, as described in Section 1.1. Independent Well does not serve as an IRA custodian, trustee, administrator, investment adviser, tax adviser, or fiduciary. In addition to the general provisions of these Terms, Sections 5.8.1 through 5.8.8 apply specifically to Bitcoin IRA accounts.
By opening a Bitcoin IRA account, you consent to receive, electronically, all notices, disclosures, tax forms (including but not limited to Internal Revenue Service (“IRS”) Forms 5498 and 1099-R), account statements, custodial agreements, and other communications relating to your Bitcoin IRA that would otherwise be provided in paper form (“IRA Communications”), to the fullest extent permitted under the Electronic Signatures in Global and National Commerce Act (“E-SIGN Act”) (15 U.S.C. § 7001 et seq.) and applicable state law. This consent is in addition to, and supplements, your general consent to electronic communications in Section 4.3.
Scope. This consent applies to all IRA Communications from Heritage IRA and Independent Well in connection with your Bitcoin IRA account, and remains in effect until withdrawn as described below. Heritage IRA, as custodian, is responsible for preparing and delivering all IRS tax forms for your Bitcoin IRA (including Forms 5498 and 1099-R). Independent Well does not prepare or issue IRA tax forms.
Right to withdraw consent. You may withdraw your consent to electronic delivery of IRA Communications at any time by contacting Independent Well at hello@bitcoinwell.com, or by following the withdrawal instructions Heritage IRA provides. Withdrawal of consent does not affect the validity of IRA Communications delivered electronically before your withdrawal takes effect. If you withdraw consent, you may be unable to open or maintain a Bitcoin IRA account.
Right to paper copies. You may request a paper copy of any IRA Communication by contacting Independent Well at hello@bitcoinwell.com; requests for paper copies of IRA tax forms may also be made directly to Heritage IRA. Fees for paper copies are outlined in the following Fee Schedule.
The hardware and software requirements for receiving IRA Communications electronically, and your obligation to keep your email address and other contact information current, are the same as described in Section 4.3(d) and 4.3(e), and apply equally to IRA Communications.
You consent to use electronic signatures, in lieu of physical (wet-ink) signatures, to establish your Bitcoin IRA account and to execute any future account-related transactions, forms, or agreements relating to your Bitcoin IRA, including with Heritage IRA and Independent Well, to the fullest extent permitted under the E-SIGN Act and the Uniform Electronic Transactions Act (“UETA”), as adopted in the applicable jurisdiction. Electronic signatures for your Bitcoin IRA are captured through the Platform, which presents Heritage IRA’s account documents, disclosures, and agreements for your review before you sign. Independent Well transmits your electronic signature and related account-opening information to Heritage IRA for account establishment. You agree that an electronic signature you provide through the Platform has the same legal effect, validity, and enforceability as a handwritten signature.
Under penalties of perjury, by opening a Bitcoin IRA account you certify that: (a) the taxpayer identification number (Social Security number or individual taxpayer identification number) you have provided is your correct taxpayer identification number; (b) you are not subject to backup withholding because (i) you are exempt from backup withholding, (ii) you have not been notified by the IRS that you are subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified you that you are no longer subject to backup withholding; (c) you are a U.S. citizen or other U.S. person (as defined in the instructions to IRS Form W-9); and (d) any Foreign Account Tax Compliance Act (“FATCA”) code(s) entered on the account opening form to indicate exemption from FATCA reporting, if applicable, are correct. The IRS does not require your consent to any provision of this Section 5.8.4 other than the certification required to avoid backup withholding. If you have been notified by the IRS that you are currently subject to backup withholding because of underreporting of interest or dividends on your tax return, that item does not apply to your certification. This certification is modeled on the certification in IRS Form W-9 and does not itself constitute tax advice. See also Section 6.7 (Taxes).
By opening a Bitcoin IRA account, you agree to be bound by the terms and conditions governing your retirement account, including:
These documents govern the custody, administration, contributions, distributions, and tax reporting of your Bitcoin IRA and are incorporated into these Terms by reference to the extent they relate to your use of the Platform.
Section 1.1 describes how your Bitcoin IRA’s cash and digital assets are held at BitGo in the FBO account for the benefit of Heritage IRA, and Section 3.6 describes why the Platform’s self-custody requirement does not apply to IRA assets. Bitcoin IRA assets are never sent to a personal wallet or any wallet you control. Any withdrawal of assets from your Bitcoin IRA is a distribution processed by Heritage IRA under its agreements with you and may have tax consequences.
You are solely responsible, together with Heritage IRA as custodian, for compliance with the rules that apply to your Bitcoin IRA under the Internal Revenue Code (26 U.S.C.) and IRS regulations, including eligibility, annual contribution limits, rollovers and transfers, required minimum distributions, and the prohibition on prohibited transactions. Independent Well does not monitor, advise on, or assume responsibility for your compliance with these rules. You should consult a qualified tax professional before making any contribution, rollover, transfer, or distribution.
Beneficiaries of your Bitcoin IRA are designated with, and maintained by, Heritage IRA in accordance with its custodial account agreement. Independent Well does not accept, record, or administer beneficiary designations for your Bitcoin IRA.
Independent Well does not charge you a separate fee to use the Platform. Independent Well is compensated through the markup included in the price of each transaction, as described in Section 6.1. All fees, prices, exchange rates, and payment terms applicable to your use of the services are described in this section or in service-specific disclosures made available to you prior to completing a transaction..
Instant Buy: If you select the instant buy option, your exchange rate is locked in when you complete your purchase request. Bitcoin is delivered once your payment has settled, which typically occurs within one to five business days, depending on your payment method and financial institution. The price you receive is fixed at the time you confirm your purchase.
Fund Account and Buy: If you choose to fund your account first, your exchange rate is locked in when you select the buy option after your funds have been received and are available. The price is determined at the time you complete the buy request. Funds you send to fund your account are received and held by BitGo or its banking and payment partners, not by Independent Well.
Selling Bitcoin: If you choose to sell Bitcoin through the services, you will be shown an estimated price when you begin the sell request. This estimated price is not guaranteed. Your exchange rate is locked in only after BitGo receives and verifies your Bitcoin transfer to the address provided to you on the Platform. The final price you receive is the rate in effect at the time your Bitcoin is received and confirmed.
Price and our compensation: The price shown to you for each purchase or sale includes a markup, set by Independent Well, over the price BitGo charges to execute your transaction. BitGo executes your transaction in your BitGo account at the price shown to you, collects the full amount as part of that transaction, and pays the markup to Independent Well as its fee for marketing and Platform services. Independent Well does not buy Bitcoin from you or sell Bitcoin to you. Before you confirm any transaction, you will be shown the all-in price and the total amount you will pay or receive. Both include the markup and all fees.
Independent well may charge fees for certain services, which may include transaction fees, network fees, or service-specific charges. These fees will be disclosed to you on the Platform at the time of your request.
You agree to pay all applicable fees at the time they are assessed. Fees are non-refundable unless required by law.
Fiat payments (such as ACH transfers or wire transfers) are processed by Independent Well's service providers and its authorized financial institutions and payment providers. Independent Well does not originate, receive, hold, transmit, or process customer funds at any time.
When you connect your bank account or initiate a payment through the Platform, you authorize Independent Well's service providers and its payment providers to:
All ACH rules, bank policies, and payment provider requirements apply between you, and Independent Well's service providers, and the applicable financial institution. Independent Well is not responsible for the timing, execution, acceptance, rejection, or reversal of any payment.
The Platform may support various payment methods, including bank transfers, automated clearing house transactions, and third-party payment processors. Accepted payment methods may vary based on your location, transaction size, or account verification status.
You authorize Independent Well and its payment partners to initiate transfers or charges necessary to complete your transactions and to correct any errors or adjustments.
If you choose to pay for transactions using automated clearing house transfers, you authorize BitGo and its payment partners, acting on instructions submitted through the Platform, to initiate ACH debits and credits to and from your designated bank account. This authorization includes debits for Bitcoin purchases, credits for Bitcoin sales, and adjustments for returned or corrected transactions.
You confirm that you are an authorized signer on the bank account used for ACH transfers and that the information provided is accurate and complete. You agree to maintain sufficient funds to complete ACH transactions and understand that BitGo or its payment partners may re-initiate debits or credits when permitted by National Automated Clearing House Association (“NACHA”) rules.
If an ACH transfer is returned, reversed, or rejected, you remain responsible for the full amount of the transaction and any associated fees.
You authorize BitGo and its payment partners to place temporary holds on funds, and you authorize Independent Well to pause or decline to submit transactions, when necessary to verify information, prevent fraud, satisfy compliance obligations, or manage risk. Independent Well may delay submitting, or ask BitGo to cancel, a transaction if required to comply with law or our policies.
You agree not to attempt to reverse or charge back a payment without first contacting Independent Well. Unauthorized reversals may result in account restrictions or collection actions.
If a payment you authorize is returned, rejected, reversed, or charged back for any reason, you remain responsible for the full amount of the transaction and any associated fees.
Bitcoin transactions are final once delivered to your wallet. If a payment is reversed or charged back after Bitcoin has been delivered, you remain responsible for repaying the full amount owed to BitGo or its payment partners.
A reversal or chargeback after delivery of Bitcoin will result in permanent closure of your access to the services. Accounts with unpaid balances may be referred to collection or legal action as permitted by law.
All Bitcoin transactions are final once broadcast to the blockchain or delivered to your wallet. Bitcoin transfers cannot be reversed, refunded, or recovered by Independent Well.
It is your responsibility to verify the accuracy of all transaction details, including wallet addresses, before completing a transaction.
You are solely responsible for determining and fulfilling any tax obligations related to your use of the services. Independent Well does not provide tax advice and does not report tax obligations on your behalf except as required by law.
You may be required to provide and certify a taxpayer identification number (for example, on IRS Form W-9). If you do not, your transactions may be restricted or subject to backup withholding. Certain digital asset sales are reported to the IRS on Form 1099-DA, and you may receive this form from [Independent Well / BitGo].
Heritage IRA may provide tax information, but those services are between you and Heritage IRA, and Independent Well is not a party to them. Bitcoin IRA accounts are subject to the additional taxpayer certification in Section 5.8.4.
Bitcoin involves significant risk. By using the Platform, you acknowledge that you understand and accept all risks associated with acquiring, holding, transferring, or selling Bitcoin.
Bitcoin prices can change rapidly and unpredictably. The value of Bitcoin may increase or decrease at any time and may become volatile due to market conditions, regulatory developments, technological changes, or other external factors. You may lose some or all of the value of any Bitcoin you purchase. Independent Well is not responsible for losses resulting from market fluctuations.
Bitcoin transactions are irreversible. Once a transaction is broadcast to the blockchain or delivered to your wallet, it cannot be canceled or recovered. You are responsible for verifying the accuracy of wallet addresses and transaction details before confirming any purchase or sale.
Bitcoin and related technologies may experience delays, congestion, forks, network instability, security vulnerabilities, or operational disruptions. Independent Well cannot control the Bitcoin network and is not responsible for network failures or delays.
Independent Well does not provide custody services and does not hold or manage Bitcoin on your behalf. All Bitcoin purchased through the Platform is delivered directly to a wallet that you control. You are solely responsible for safeguarding your wallet, private keys, recovery phrases, devices, and any tools used to access or manage your Bitcoin.
Loss or compromise of your private keys will result in permanent loss of access to your Bitcoin. Independent Well cannot retrieve lost keys or provide access to a compromised wallet.
Bitcoin is subject to evolving regulatory frameworks at the federal and state levels. Regulations may change at any time and may affect the availability, legality, or terms of using our Platform. Independent Well may modify, suspend, or discontinue services to comply with applicable law.
Independent Well does not provide financial, investment, legal, accounting, tax, or other professional advice. Any information provided through the Platform, including educational materials or customer support communications, is for informational purposes only.
You are responsible for evaluating your financial situation, risk tolerance, and investment objectives. You should consult a qualified professional before making financial or tax-related decisions.
Your relationship with Independent Well is solely that of a service provider and customer. Independent Well does not act as your agent, advisor, fiduciary, or custodian. You alone are responsible for decisions related to Bitcoin purchases, sales, custody, and use.
Independent Well is not a bank. Bitcoin and any funds held in connection with your use of the Platform are not deposits of Independent Well, are not insured by the Federal Deposit Insurance Corporation (FDIC) or the National Credit Union Administration (NCUA), and are not protected by the Securities Investor Protection Corporation (SIPC).
Criminals often pressure people to buy Bitcoin and send it to them, including through romance, investment, impersonation (government, law enforcement, bank, or technical support), and job scams. Never send Bitcoin to a wallet address that someone else gave you. Independent Well staff will never ask you to send Bitcoin anywhere other than an address displayed in your account to complete a sale you initiated. If we believe you may be the victim of a scam or financial exploitation, we may delay, refuse, or cancel a transaction and contact you to discuss it.
You may use Independent Well's Platform only for lawful purposes and in accordance with these Terms. The following activities are strictly prohibited. Attempting, facilitating, or assisting others to engage in these activities is also prohibited.
You may not use the Platform to engage in or facilitate any activity that violates federal, state, or local law. This includes activity related to:
You may not use the Platform to structure transactions, evade reporting requirements, or conceal the nature, source, location, ownership, or control of funds or digital assets.
Prohibited activities include:
You may not use the Platform if you are located in, ordinarily resident in, or acting on behalf of a person or entity located in a jurisdiction subject to comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, and the Crimea, so-called Donetsk People's Republic, and so-called Luhansk People's Republic regions of Ukraine) or any other jurisdiction that Independent Well designates as restricted. You may not use the Platform if you are subject to sanctions administered by OFAC.
You may not use the Platform to:
You may not:
You may not use the Platform on behalf of another person or entity unless you have a separate written agreement with Independent Well permitting such use. You may not sell, transfer, or assign your access to the Platform.
Certain activities may be restricted or prohibited based on risk or regulatory considerations, including:
Independent Well may refuse, restrict, or terminate access to the Platform if prohibited activity is suspected or identified.
Independent Well may suspend, restrict, or terminate your access to the Platform when required to comply with legal obligations or when necessary to protect Independent Well, its users, or the integrity of the financial system. Independent Well may also decline to submit, or delay submitting, transactions during compliance reviews or risk assessments.
Independent Well may pause your access to the Platform or to certain features, decline to submit transactions, and ask BitGo to place a hold on account activity while it investigates or reviews information relevant to compliance or risk management. Holds may be applied for reasons that include:
Identity verification or re-verification
Suspicious or unusual activity
Potential fraud or unauthorized access
Sanctions screening
Incomplete or conflicting information
Regulatory reporting requirements
Requests from law enforcement or regulatory authorities
Concerns that you may be the victim of fraud, a scam, or financial exploitation
Blockchain analytics indicating that a wallet address is associated with illicit or high-risk activity
You may be asked to provide additional information or documentation during a compliance hold. Failure to provide requested information may result in delayed, restricted, or denied transactions.
Independent Well may suspend access to your account or the Platform if:
Suspension may be lifted once the underlying issue is resolved, subject to Independent Well's assessment.
Independent Well may terminate your access to the Platform, with or without notice, if:
If your account is terminated, all pending transactions may be canceled or refused. You remain responsible for any outstanding fees, debts, or obligations. Any funds held for you by our service providers at termination will be returned to your verified bank account, subject to applicable law, legal holds, and amounts you owe. Funds that remain unclaimed may be reported and delivered to the appropriate state as unclaimed property.
Independent Well will comply with lawful orders from courts, regulators, and government agencies. Independent Well may restrict your access to the Platform, decline to submit transactions, provide information, and cooperate with BitGo and other service providers in freezing assets when required by law. We may be prohibited by law from telling you whether we have made a report to a government authority, or from explaining the reason for a hold, restriction, or closure.
Independent Well is not liable for losses resulting from account suspension, termination, or compliance holds, including delays, inability to access funds, or market movements. These actions may be necessary to satisfy regulatory requirements or to protect the integrity of the Platform.
All content, materials, and technology made available through the Platform are owned by Independent Well or licensed to Independent Well. You receive a limited right to use the Platform for lawful personal or business purposes, subject to these Terms.
Unless otherwise stated, Independent Well owns all rights, title, and interest in:
No transfer of ownership is granted by your use of the Platform.
Independent Well grants you a limited, non-exclusive, revocable, and non-transferable license to access and use the Platform for lawful purposes in accordance with these Terms.
This license does not permit:
Any unauthorized use terminates your license automatically.
You agree not to:
"Bitcoin Well," the Bitcoin Well logo, and any other names or marks are trademarks of Independent Well or its affiliates. You may not use these trademarks without prior written permission.
The Platform may provide access to tools, features, or content offered by third parties. Independent Well does not control or endorse third-party materials and is not responsible for their accuracy, security, or performance.
Use of third-party resources is at your own risk and may be subject to separate terms and privacy practices. Certain services may be provided by or through third-party providers. Your use of a third-party provider’s services may require you to enter into separate agreements with that provider. Those agreements are solely between you and the applicable provider unless they expressly state otherwise.
If these Terms conflict with a third-party provider agreement as to that provider’s services, the third-party provider agreement controls solely with respect to those services. These Terms otherwise govern your access to and use of the Platform and Independent Well’s services.
Your use of the Platform is subject to the Independent Well Privacy Policy. The Privacy Policy explains how personal information is collected, used, stored, and protected. It also describes the rights available to individuals and the safeguards Independent Well applies to personal information in its possession.
Independent Well collects and uses personal information to deliver services, verify identity, facilitate your transactions with our service providers, meet legal and regulatory obligations, and maintain the security of its systems. Independent Well retains and uses customer information in accordance with the Bank Secrecy Act, the Anti-Money Laundering Act of 2020, and applicable state laws.
You acknowledge and agree that Independent Well may share information with third parties when necessary to operate the Platform or to comply with legal requirements. This may include sharing information with:
The Company does not sell personal information and does not share data for marketing purposes. Information shared with service providers acting on our behalf is limited to what is required for them to perform their functions on behalf of Independent Well and is subject to appropriate confidentiality and security protections.
You agree to indemnify, defend, and hold harmless Independent Well, its officers, directors, employees, contractors, and service providers from and against any claim, loss, liability, damage, cost, or expense that arises from:
You agree to cooperate fully in the defense of any claim. Independent Well reserves the right to assume exclusive defense and control of any matter subject to indemnification. You may not settle any claim without Independent Well's prior written consent.
This indemnification obligation survives termination of your account and your use of the Platform.
Independent Well provides the Platform on an "as is" and "as available" basis. To the fullest extent permitted by law, Independent Well disclaims all warranties, whether express or implied, including any warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation.
Independent Well is not liable for any loss or damage arising from:
You understand that Bitcoin transactions are irreversible and that Independent Well cannot reverse, cancel, or recover Bitcoin once delivered to your wallet.
To the fullest extent permitted by law, Independent Well is not liable for any indirect, incidental, special, punitive, or consequential damages. This includes loss of profits, loss of data, loss of opportunity, or business interruption, even if Independent Well has been advised of the possibility of such damages.
To the fullest extent permitted by law, the total liability of Independent Well for any claim arising out of or relating to these Terms or your use of the Platform is limited to the greater of (a) the total amount of fees paid by you to Independent Well, or paid to Independent Well by BitGo in connection with your transactions, during the twelve months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (US$100).
These limitations reflect an agreed allocation of risk. The Platform would not be provided without these limitations. The limitations and disclaimers contained in this section apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.
Some jurisdictions do not allow certain limitations of liability. If any limitation in this section is found unenforceable, the remaining limitations will remain in effect to the fullest extent permitted by law.
Please read this section carefully. It requires you to resolve disputes with Independent Well through binding arbitration and limits the manner in which you may seek relief. You agree to this arbitration requirement as a condition of using the Platform.
Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or any transaction conducted through the Platform will be resolved exclusively through binding arbitration. Arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this agreement to arbitrate. Before starting arbitration, you and Independent Well agree to try to resolve any dispute informally. The party raising the dispute must send a written notice describing the claim and the relief sought (to us, at hello@bitcoinwell.com and the mailing address in Section 19; to you, at the email address on your account). If the dispute is not resolved within sixty (60) days after the notice is received, either party may start arbitration. Any statute of limitations is tolled during this period.
Arbitration will be conducted by a single arbitrator. The arbitrator will have the authority to resolve all disputes, including disputes relating to the interpretation, applicability, or enforceability of this arbitration agreement.
Arbitration may be conducted by video conference, telephone, or based on written submissions if agreed by the parties. Any in-person hearing will take place in the county where you reside, unless both parties agree otherwise. Payment of filing, administration, and arbitrator fees will be governed by the AAA Consumer Arbitration Rules and fee schedule.
You agree that any arbitration or legal proceeding will be conducted only on an individual basis. You may not participate in a class action, collective action, private attorney general action, or any other proceeding brought by a group or representative capacity.
The arbitrator has no authority to consolidate claims or to preside over any form of representative or class proceeding.
This arbitration agreement does not prevent either party from seeking temporary or preliminary relief in a court of competent jurisdiction to protect rights or preserve the status of a matter pending arbitration. Either party may also bring an action in court to enforce an arbitration award. Either party may also bring an individual claim in small claims court if the claim qualifies and remains in that court.
Other than these limited exceptions, all disputes must be resolved through arbitration.
You understand and agree that by accepting these Terms, you are waiving your right to a trial by jury.
If you do not wish to be bound by this arbitration agreement, you must notify Independent Well in writing within thirty days of accepting these Terms. Your notice must include your name, address, and a clear statement that you opt out of arbitration. Opt out requests may be emailed to hello@bitcoinwell.com with the subject line "Arbitration Opt-Out" or mailed to:
Independent Well o/a Bitcoin Well
Attn: Arbitration Opt Out
Unit 203, 10138 82 Ave
Edmonton, Alberta, Canada
T6E 1Z4
If you opt out, you will still be bound by all other Terms.
This arbitration agreement survives termination of your account and termination of these Terms.
If Independent Well makes a material change to this Section 14, the change will not apply to any dispute of which Independent Well had notice before the change took effect. You may reject a material change to this Section by sending us written notice within thirty (30) days after the change takes effect, in which case the prior version of this Section will continue to apply to you.
Independent Well may modify, update, or discontinue any part of the Platform at any time. This may include changes to features, functionality, supported payment methods, transaction limits, or service availability. Independent Well may also update these Terms when required to reflect changes in law, regulation, technology, or business operations.
When Independent Well makes material changes to these Terms, the updated version will be posted on Independent Well's website with the effective date noted at the top. Independent Well will also notify you by email or through your account at least thirty (30) days before material changes take effect, unless a shorter period is required by law or needed to address a security, fraud, or regulatory concern.
You are responsible for reviewing the Terms regularly. Your continued use of the Platform after the effective date of an updated version constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Platform.
Independent Well may modify, suspend, or discontinue any service at its discretion. This includes changes required to comply with legal obligations, manage risk, or update technology. Independent Well is not liable for any loss or inconvenience arising from changes or interruptions to the Platform.
Failure by Independent Well to enforce any provision of the Terms does not constitute a waiver of that provision. Independent Well may enforce its rights at any time.
These Terms and any dispute arising out of or relating to your use of the Platform are governed by the laws of the State of Wyoming, without regard to conflict of law principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement contained in these Terms. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
These Terms, together with the Privacy Policy and any service specific disclosures made available by Independent Well, form the entire agreement between you and Independent Well regarding your use of the Platform. These documents replace any prior agreements, understandings, or representations related to the Platform.
No employee, contractor, or representative of Independent Well is authorized to modify these Terms or make any additional promises unless the modification is provided in a written document signed by an authorized officer of Independent Well.
You may not assign or transfer any rights or obligations under these Terms without the prior written consent of Independent Well. Independent Well may assign or transfer its rights or obligations in connection with a merger, acquisition, corporate restructuring, or sale of assets, or to an affiliate or service provider, provided that such assignment does not reduce your rights under these Terms.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be interpreted in a manner that best reflects the original intent while remaining enforceable.
Independent Well is not responsible for any delay or failure to perform resulting from events outside its reasonable control. These events may include natural disasters, power outages, labor disputes, equipment failures, cyberattacks, acts of government, network disruptions, or other circumstances beyond Independent Well's control.
These Terms are for the exclusive benefit of you and Independent Well. No third party has any rights under these Terms.
Notices from Independent Well may be delivered electronically, including by email, through your account, or through postings on Independent Well's website. You are responsible for maintaining accurate contact information and for regularly reviewing communications related to your account.
Notices to Independent Well must be sent in writing to:
Independent Well o/a Bitcoin Well.
Attn: Legal Department
Unit 203, 10138 82 Ave
Edmonton, Alberta, Canada
T6E 1Z4
Headings are included for convenience only and do not affect the interpretation of these Terms.
Any provision of these Terms that by its nature should survive termination or expiration of your account or these Terms will survive, including provisions relating to amounts you owe, intellectual property, indemnification, and limitation of liability. The arbitration agreement in Section 14 survives as separately described in Section 14.7.
If you have questions about these Terms or the Platform provided by Independent Well, you may contact Independent Well using the information below.
General inquiries: hello@bitcoinwell.com Privacy inquiries: privacy@bitcoinwell.com Legal notices: compliance@bitcoinwell.com
Mailing address:
Independent Well o/a Bitcoin Well
Unit 203, 10138 82 Ave
Edmonton, Alberta, Canada
T6E 1Z4
Independent Well may update its contact information from time to time. Updated details will be posted on Independent Well's website.