BITCOIN PURCHASE AGREEMENT
This Agreement is made as of the date of electronic signature (“Effective Date”), by and among Bitvest, Inc., a Delaware corporation (the "Company"), the individual or entity that electronically signs this Agreement (the "Purchaser").
Purchaser desires to purchase, on a forward basis, the amount of Bitcoins chosen by the Purchaser, from the Company for the purchase price associated with such number of Bitcoins, subject to the conditions specified herein. Purchaser also desires to be bound by this Agreement, as well as the Company’s Terms of Service, which are included as Exhibit A to this Agreement, and are incorporated herein.
Now, therefore, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and the Purchaser, intending to be legally bound, hereby agree as follows:
Amount and Terms of the Purchase
1.1 Bitcoin Purchase. Subject to the terms of this Agreement, the Purchaser agrees to purchase from the Company the amount of bitcoins selected by the Purchaser, to be mined by the Company, for the purchase price provided to the Purchaser as part of this electronic purchase process (the “Purchase Amount”) against the delivery of such bitcoins in the future.
Closing and Delivery
2.1 Closing. The closing of the sale and purchase of the bitcoins (the “Closing”) shall be the date of the electronic signature of this Agreement (the “Closing Date”).
2.2 Discount on Purchase. There shall exist a discount to the market value of the bitcoins purchased, which shall be equal to twenty percent (20%), meaning that the bitcoins sold by the Company shall be sold at a 20% discount from the spot price as exhibited on the Coinbase Exchange calculated in US dollars at the time of purchase.
2.3 Delivery. At the Closing the Purchaser shall deliver to the Company, bitcoins, cashier's checks or wire transfers payable to the order of the Company in the aggregate amount set forth during the electronic purchase process.
The Company shall repay the purchase amount according to the following schedule: 1) On the closest of the first or third Thursday of the month 180 days after Closing, the Company shall deliver to the Purchaser an amount of bitcoins equal to 1/18th of the purchase amount, and 2) each month for an additional seventeen months, the Company shall repay an additional 1/18th of the purchase amount, until the entire purchase amount has been repaid in the form of bitcoins. The bitcoins delivered shall be bitcoins previously "Mined*" by Bitvest's computers and stored offline commonly referred to as "cold storage". All payments will take place either on the first or third Thursday of each month determined by the date in which the original payment of cleared funds were received in full.
* Processing transactions on the Bitcoin Blockchain is commonly referred to as "Mining"
Representations and Warranties of the Company
The Company hereby represents and warrants to the Purchaser as of the Closing as follows:
3.1 Organization and Standing; Amended Articles and Bylaws. The Company is a corporation duly organized and existing under the laws of the State of Delaware and is in good standing under such laws. The Company has the requisite corporate power and authority to own and operate its properties and assets, and to carry on its businesses as presently conducted and as it is proposed to be conducted. The Company is duly qualified and authorized to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the Company or its business.
3.2 Corporate Power. The Company has all requisite corporate power to execute and deliver this Agreement, and to carry out and perform its obligations under the terms of this Agreement.
3.3 Authorization. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization of this Agreement, and the execution, delivery and performance of all obligations of the Company under this Agreement, including the issuance and delivery of the bitcoins, has been taken or will be taken prior to the execution of this Agreement and the delivery of the bitcoins. This Agreement, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors, and, with respect to rights to indemnity, subject to federal and state securities laws.
3.4 Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery of this Agreement, the offer, and sale of the bitcoins or the consummation of any other transaction contemplated hereby shall have been obtained and will be effective at such time as required by such governmental authority.
3.5 Compliance with Laws. To its knowledge, the Company is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect the business, assets, liabilities, financial condition or operations of the Company.
3.6 Compliance with Other Instruments. The Company is not in violation or default of any term of its certificate of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, other than such violations that would not individually or in the aggregate have a material adverse effect on the Company. The execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated by this Agreement will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties.
Representations and Warranties of the Purchaser
4.1 Information and Sophistication. Without lessening or obviating the representations and warranties of the Company set forth in Section 3, each Purchaser hereby: (i) acknowledges that it has received all the information it has requested from the Company and it considers necessary or appropriate for deciding whether to acquire the bitcoins (ii) represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of this purchase and to obtain any additional information necessary to verify the accuracy of the information given the Purchaser, (iii) is aware of, and has an understanding of the speculative and volatile nature of bitcoin mining and bitcoin prices, as well as forward or futures contracts, and (iv) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this purchase.
4.2 Ability to Bear Economic Risk. The Purchaser acknowledges that investment in the bitcoins involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to suffer a complete loss of its investment and purchase price.
5.1 Further Assurances. The Purchaser agrees and covenants that any time and from time to time it will promptly execute and deliver to the Company such further instruments and documents and take such further action as the Company may reasonably require in order to carry out the full intent and purpose of this Agreement and to comply with state or federal laws or other regulatory approvals.
6.1 Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
6.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida, without giving effect to conflicts of laws principles.
6.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
6.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing and interpreting this Agreement.
6.5 Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying the next day delivery, with written verification of receipt. All communications shall be sent to the Company at Bitvest Inc. 1860 N. Pine Island Rd. Plantation Fl. 33322, and to Purchaser at the addresses set forth in the electronic purchase documents, or at each other addresses as the Company or Purchaser may designate by 10 days advance written notice to the other parties hereto.
6.6 Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective only upon the written consent of the Company and the Purchaser.
6.7 Expenses. The company and each Purchaser shall each bear its respective expenses and legal fees incurred with respect to this Agreement and transactions contemplated herein.
6.8 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Purchaser, upon any breach or default of the Company under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by Purchaser of any breach or default under this Agreement, or any wavier by any Purchaser of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to the Purchaser, shall be cumulative and not alternative.
6.9 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.
IN WITNESS WHEREOF, the undersigned Purchaser has executed this Bitcoin Purchase Agreement as of the date of the electronic signature by the Purchaser.
PURCHASER AGREES THAT BY ELECTRONICALLY EXECUTING THE PURCHASE AGREEMENT, PURCHASER SHALL BE BOUND BY THE FOLLOWING TERMS OF SERVICE
Terms of Service
The Terms of Service (“Terms”) describe the services (“service” or “services”) provided by Bitvest Inc. (d/b/a/ Bitvest Digital Mining Corp.- d/b/a/ bitvestcoin.com, - d/b/a bitvestmint.com) (“us” or “we” or “our” or “bitvestcoin.com” or “bitvestmint.com”) to you as an individual or business (“you” or “your”). Your use of our services is subjected to the terms outlined below and are legally binding when using Bitvestcoin.com/Bitvestmint.com websites and or "our" services in general.
Buyer: You are a buyer if you set a buy hold for bitcoin using our buy page. www.bivestcoin.com/www.bitvestmint.com)
Bitcoin: P2P internet commodity further described at http://www.bitcoin.org
Bitcoin Mining: Securing and Processing the transactions on the Bitcoin Blockchain with high powered computers, commonly referred to as Bitcoin Miners. Mining is also the mechanism used to introduce Bitcoins into the system: Miners are paid any transaction fees as well as a "subsidy" of newly created coins. https://en.bitcoin.it/wiki/Mining
Deferred Delivery: Delivery specified as deferred for some specified time. www.merriam-webster.com
KYC/AML: Know Your Customer/Anti Money Laundering procedures mandated by the Federal government for many transactions over a specified dollar amount. Know your customer (KYC) is the process of a business verifying the identity of its clients. The term is also used to refer to the bank regulation which governs these activities. Know your customer processes are also employed by companies of all sizes for the purpose of ensuring their proposed agents, consultants, or distributors are anti-bribery compliant. Banks, insurers and export creditors are increasingly demanding that customers provide detailed anti-corruption due diligence information, to verify their probity and integrity. Know your customer policies are becoming much more important globally to prevent identity theft, financial fraud, money laundering and terrorist financing. https://en.wikipedia.org/wiki/Know_your_customer
Who We Are / Who We Are Not
We are an established Bitcoin Mining Enterprise offering a Discounted Deferred Delivery Purchase of Bitcoins and comply with various KYC/AML procedures.
We are not an MTS (Money Transfer Service) and offer no exchange and or trading related services.
By putting a buyer hold on an order, you agree to pay the described sum (Dollar Value) via "Approved Credit Card Transaction, Bitcoin transfer, Wire transfer or Cashier's check deposited into Bitvest's bank account”). You agree the Bitcoin will not be used for illegal purposes. Unpaid orders are cleared regularly. If the deposit or transfer receipt is not received on time, Bitvest Inc. will automatically cancel the purchase order and will not be responsible to hold any agreed upon price for purchase of any number of Bitcoins in the contemplated purchase.
By putting a buyer hold on an order, you agree that you are not a resident of New York or New Hampshire.
If the deposit and transfer receipt is received on time, Bitcoin will be scheduled for distribution in accordance with the deferred delivery schedule and visible in the buyer’s personal account. Customer's must provide a valid Bitcoin address within 48 hours of any scheduled distributions. Transfers may take up to 2 business days to confirm.
Bitvest Inc. is not responsible for any errors resulting from the bitcoin wallet address provided by the customer being incorrect and or being an invalid address.
Bitvest at its sole discretion may send a micropayment transaction prior to paying larger sums in an attempt to verify customer's bitcoin wallet address. Bitvest at its sole discretion may require customers to send a request for payment from the customer's bitcoin wallet provider in order to receive scheduled bitcoin dispersals.
ACH transfers and any other payment method not listed above are strictly unauthorized.
Online purchases and or Credit Card purchases may not exceed "Five" bitcoins in any one purchase.
All large purchases, exceeding $9,999 may be subject to KYC/AML procedures and must provide government issued photo identification and fill out certain forms as required by the Federal Government. This is not subject to Bitvest Inc. discretion. Failure to present identification upon request can result in Bitcoins not being released.
If a fraudulent identification document is provided, we reserve the right to withhold funds until a valid document is provided. Any cash that is deposited BEFORE a hold is placed will be subject to being withheld, with no BTC being released until customer is in full compliance with our Terms of Service.