Member Admin Venue

Customer Conditional Sale Agreement

INTRODUCTION

 

Welcome to Bitline. Our Digital Asset Custody and Sale Account (“Digital Account”) allows You to deposit digital assets with Bitline with the option to lock some or all of these assets into a sale agreement (“Sale Agreement”)  (which may be voided under certain conditions) to access a portion of their value at participating  vendor locations. . Bitline will provide a secure custody environment for digital asset safekeeping and provide a list of participating vendors for the Client to designate.

Please read and keep these Digital Account Terms. If You need a physical copy of these Digital Account Terms or if You have any questions, You can contact Us via email at support@Bitline.io or visit Bitline.com. These Digital Account Terms are incorporated by reference into the Bitline Terms of Service found here: https://bitline.io/terms-of-use/ .

 

OUR RELATIONSHIP

 

In these Digital Account Terms, holders of a Digital  Account are sometimes referred to in the Digital Account Terms as “You” or “Your” or the “ Client” or the “Customer. The provider of the Digital  Account, Ibanera LLC, is referred to as “Bitline,” “We,” “Us” or “Our” in these Digital Account Terms. Together, You and We may be collectively referred to as “Parties.”

 

ADDITIONAL DEFINITIONS

 

“Additional Assets” shall mean Digital Assets, Cash, or equivalents added to the Deposited Assets amount.

“Additional Assets Threshold” shall mean an amount equal to one hundred thirty percent (130%) of the Requested Amount.

“Approved Currency” shall mean the applicable Fiat Currency.

“Assets” shall mean the (i) Digital Assets deposited with the Custodian, including, without limitation, any Digital Assets deposited as Additional Assets; (ii) any New Tokens issued with respect to any Digital Assets under clause (i) following a Hard Fork; (iii) all private keys associated with the foregoing; (iv) all Cash and equivalents , including any Cash constituting Additional Assets; (v) any replacements thereof; (v) all books and records relating thereto; and (vi) all proceeds thereof.

“Business Day” shall mean any day other than a Saturday, Sunday or a banking holiday in the United States of America.

“Calendar Day” shall mean each and every day of the week.

“Cashed Deposited Assets Account” shall mean ___________________

“Conversion Rate” shall mean any conversion between a Digital Asset and Fiat Currency made by Bitline in accordance with the rates and prices applicable at the actual time of conversion. Applicable rates are indexed to those used by industry-leading platforms, as Bitline may choose to use from time to time, in its sole discretion. Parties may currently use rates provided and determined by Our liquidity providers. Bitline may change these rate sources at any time and without giving prior notice or updating these Digital Account Terms, and Customer shall not have any claims regarding its choice of rate sources or rates made available by any third party.

“Custodial Agreement” shall mean an agreement for custodial services, executed by Bitline, Customer and Custodian, in form and substance satisfactory to Bitline.

“Custodian” shall mean Ibanera Pte Ltd.

“Customer” shall mean the registered owner of the Digital Account. 

“Deposited Assets” shall mean Digital Assets that have been locked into a Sales Agreement.

“Deposited Assets Value” shall mean, at any time, the aggregate value, measured in Fiat Currency, of all Digital Assets comprising the Sale Agreement amount  at the then-applicable Conversion Rate, as determined by Bitline in its sole discretion.

“Digital Asset” shall mean Bitcoin (BTC), Ethereum (ETH) or any other cryptocurrency or other digital assets stored in the blockchain as may be agreed in writing between Bitline and Customer.

“Early Settlement Threshold” shall mean an amount equal to one hundred twenty percent (120%) of the Requested Amount.

“Effective Date” shall mean the date upon which Digital Assets that have been locked into a Sales Agreement .

“Fiat Currency” shall mean a government-issued currency that is not backed by a physical commodity, such as gold or silver, for example the U.S. dollar, and which is agreed upon by the parties as the applicable fiat currency in the Addendum to this Agreement.

“Hard Fork” means a permanent divergence in the blockchain, which commonly occurs when non-upgraded nodes cannot validate blocks created by upgraded nodes that follow newer consensus rules, or an airdrop or any other event which results in the creation of a new token.

“Maturity Date” shall mean the date that is thirty (30) days (ten (10) days for UK based transactions)  days following the Effective Date.

“Merchant” shall mean Vendors supporting the Product.

“Minimum Sold Asset Amount” means an amount equal to two (2) times the Requested Amount.

“New Tokens” shall mean any tokens representing any piece of Deposited Assets that are created as a result of a Hard Fork.

“Product” shall mean the Sale Agreement entered into between Customer and Bitline via the Online Platform and the resulting Deposit and Customer access to funds in the Requested Amount (defined below) to be available to Customer at  participating  vendor locations. 

“Requested Amount” shall mean amount of funds or value Customer wishes to have available at a merchant or other participating  vendor locations.

“Return of Deposited Assets” shall mean the delivery by Custodian to Customer of all Digital Assets constituting Deposited Assets, together with all private keys associated therewith [in accordance with the Custodial Agreement].

“Sanctions” shall mean sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (commonly known as “OFAC”), the U.S. Department of State, the United Nations Security Council, or other relevant sanctions authority.

“Settlement Date” shall mean the date upon which any Settlement Event occurs.

“Solvent” shall mean with respect to any person on any date of determination, that on such date (1) the fair value of the property of such person is greater than the total amount of liabilities, including contingent liabilities, of such person; (2) the present fair salable value of the assets of such person is not less than the amount that will be required to pay the probable liability of such person on its debts as they become absolute and matured; (3) such person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature; (4) such person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such person’s property would constitute an unreasonably small capital; and (5) such person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business.

 

ACCEPTANCE OF TERMS

 

By opening a Digital Account, You agree that the terms and conditions contained herein will govern Your Digital  Account. Any Digital Account will be governed by these Digital Account Terms, as modified from time to time. We reserve the right to update these Digital Account Terms at any time and may notify You of such changes via the Website or by email at the address specified on Your account application, but We have no obligation to notify You of every update.

  1. Opening a Digital  Account
  2. Digital Accounts can be opened at Bitline.io, the Bitline app. All Digital Assets received will initially be deposited into an account with the Custodian. Digital Accounts are only available in those jurisdictions approved by Bitline. UInited States based clients must be twenty-one (21) years of age or older to open a Digital Account.  Other jurisdictions outside of the United States require clients to be eighteen (18) years of age or older to open a digital account.
  3. In order to open Your Digital Account, Bitline will require You to provide acceptable forms of identification. To help the government fight the funding of terrorism and money laundering activities, United States federal law requires Us to obtain, verify, and record information that identifies each person or entity that opens a Digital Account. We may also ask for Your driver’s license or other identifying documents. You represent and warrant that any and all information provided to Us pursuant to these Digital Account Terms or otherwise is true, accurate and not misleading in any respect. If any such information changes, it is Your obligation to update such information as soon as possible. Note, that by applying for a Digital Account You agree and consent that that We may use credit reports or other information from third parties to help Us determine if We should open or maintain Your account.
  4. Digital  Accounts are not available in Cuba, Iran, North Korea, Sudan, Syria, or any other country to which the United States embargoes goods or imposes similar sanctions. Digital  Accounts are not available in the State of New York, or any other jurisdiction which We determine We would not be able to or chose not to offer Digital  Accounts. Due to the dynamic nature of regulatory requirements and interpretations in the cryptocurrency market, We reserve the right to update the list of prohibited jurisdictions and reject applications to open Digital Accounts that We determine We would be unable to accept for regulatory or policy reasons in Our sole and absolute discretion.
  5. Your Digital Account is not deemed to be opened, and We have no responsibility to You unless and until You have received written (which may be electronic) confirmation from Us that Your Digital Account has been opened. We are not obligated to accept an application from any applicant, and We reserve the right not to open a Digital Account for any applicant in Our sole and absolute discretion.
  6. Funding Your Digital  Account
  7. You can open Your Digital Account by transferring eligible Digital Assets to the wallet address provided in Your Bitline Digital Account . Your Digital Assets will be accepted in Custody by Ibanera Pte Ltd LLC.
  8. The transfer of such eligible Digital Assets to Your Digital Account may not be deemed settled and completed until the transaction has met the specific protocol for a relevant cryptocurrency as determined by Bitline.

 

Issuance of the Product.

 

Once the funding of Your Digital Account is complete You may enter into a voidable Sale Agreement with the Custodian in order to facilitate deposit of Digital Assets and receipt of funds in the Requested Amount at the merchant, financial services business, or legal gaming establishment..

 

Fees and Voiding the Sale

 

As consideration for Bitline’s services hereunder, Customer shall pay a fee equal to ten percent (10%) of the Requested Amount (the “ Service Fee”). The Service Fee shall be immediately and fully earned on the Effective Date, and shall be payable on the Termination Date. The Service Fee shall be nonrefundable. All payments of the Service fee shall be made without deduction or withholding for any taxes.

 

For US transactions: In the event that the Customer terminates this agreement prior to the Maturity Date (and so long as no other Termination Event has then occurred) and voids the sale pursuant to the terms of the Sale Agreement , the Customer shall be entitled to a discount as follows: (i) if termination occurs on or before the seventh (7th) day following the Effective Date, fifty percent (50%) of the amount of the Service Fee and (ii) if termination occurs after the seventh (7th) day and on or before the fourteenth (14th) day following the Effective Date, twenty-five percent (25%) of the amount of the Service Fee. There shall be no discount available against the Service Fee after the fourteenth (14th) day following the Effective Date.

 

For UK transactions: In the event that the Customer terminates this agreement prior to the Maturity Date (and so long as no other Termination Event has then occurred) and voids the sale pursuant to the terms of the Sale Agreement, Customer shall be entitled to a discount as follows: if termination occurs on or before the fifth (5th ) day following the Effective Date, fifty percent (50%) of the amount of the Service Fee. There shall be no discount available against the Service Fee after the fifth (5th) day following the Effective Date.

 

Deposit of Deposited Assets; Grant of Security Interest .

 

With each Sale Agreement, the Customer shall deliver via the Bitline Online Platform to the Custodian, Deposited Assets as of the time of transfer to the Custodian of not less than the Minimum Sold Asset Amount.

By its execution of this Agreement, the Customer hereby assigns and transfers to Bitline, pending fulfillment of the terms of the Sales Agreement , all rights, title, and interest whether now owned or at any time hereafter acquired the Deposited Assets for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of its obligations hereunder and in connection with the Product.

The Custodian shall hold the Deposited Assets in a non-interest-bearing account, for the benefit of Bitline. Following deposit of the Deposited Assets with the Custodian, the Customer shall have no rights or ability to direct the use or disposition of the Deposited Assets, or to otherwise direct the Custodian with respect to the Deposited Assets prior to a Return of Deposited Assets.

Bitline shall be deemed to have exercised reasonable care in the custody and preservation of the Deposited Assets in its possession if the Deposited Assets is accorded treatment substantially equal to that which it accords its own property. Bitline shall not be liable or responsible for any loss or damage to any of the Deposited Assets, or for any diminution in the value thereof, by reason of the act or omission of Custodian, or any warehouseman, carrier, forwarding agency, consignee or other agent or bailee reasonably selected by Agent in good faith. It is expressly agreed that Bitline shall have no responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Deposited Assets, whether or not Bitline has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Deposited Assets, but Bitline may do so and all expenses incurred in connection therewith shall be payable by and for the sole account of the Customer.

The Customer shall from time to time, at his or her expense, promptly execute and deliver all further instruments, documents and notices and take all further action that may be necessary, or that Bitline may request, in order to perfect the Sale Agreement and interests granted herein, or to enable Bitline to exercise and enforce its rights and remedies hereunder with respect to the Deposited Assets. Without limiting the generality of the foregoing, the Customer shall, upon Bitline’s request, appear in and defend any action or proceeding that may affect the Customer’s title to or Bitline’s  interest in the Deposited Assets.

 

Settlement Event; Cash Deposited Assets.

 

The Sale Agreement  shall remain outstanding until the earliest to occur of (i) the Maturity Date, (ii) termination of the Sale Agreement  by Customer pursuant to Cash Redemption as detailed below, (iii) an Event of Default hereunder and (iv) an Early Settlement Event (each, a “Settlement Event”). Upon the occurrence of a Settlement Event, the Sale Agreement shall immediately terminate and Bitline shall have the immediate and irrevocable right to notify Merchant of such termination.

 

Cash Redemption.

 

The Customer shall have the right at any time to replace the Deposited Assets with cash in an Approved Currency in an amount equal to one hundred ten percent (110%) of (i) the Deposited Assets plus (ii) the Service Fee (such amounts, “Cash Redemption”), which will be deposited to the Deposited Assets Account with the Custodian. Following any Deposited Asset Cash Redemption and confirmation by Custodian of receipt and acknowledgment of the Cash Redemption in the Cash Deposited Assets Account, Bitline shall instruct the Custodian to effect a Return of Deposited Assets.

 

Deposited Assets Value; Early Settlement; Additional  Assets.

 

The Customer shall ensure that the Deposited Assets Value of the Deposited Assets at all times exceeds the Early Settlement Threshold. The first failure to do so shall immediately cause an “ Early Settlement Event”.

 

If at any time the Deposited Assets Value is less than or equal to the Additional Assets Threshold, the Customer shall provide Additional ______________ with a Deposited Assets Value sufficient to take the Deposited Assets Value, measured as of the time of deposit, of all Deposited Assets to an amount equal to the Additional Assets Threshold, unless otherwise agreed by Bitline in writing. Bitline shall use commercially reasonable efforts to provide notice to Customer that the Deposited Assets Value has fallen to or below the Additional Assets Threshold. Customers shall have until the earliest to occur of (i) [twelve (12) hours] following the time such notice is sent by Bitline and (ii) an Early Settlement Event to provide the Additional Deposited Assets. Failure to provide Additional Deposited Assets within the time period specified shall constitute an immediate Early Settlement Event. Customer hereby consents to messages by electronic mail, SMS, text and/or messaging through Merchant’s platform, and hereby acknowledges that any of the foregoing shall constitute delivery of notice hereunder. Any failure to provide notice, or any failure by Customer to receive or review any such notice shall not in any way prejudice Bitline’s rights hereunder.

Upon the occurrence of a Settlement Event, to the extent that the Customer has not previously (i) paid to Bitline in cash in an Approved Currency an amount sufficient to pay in full all amounts drawn on the Product plus the Service Fee, Bitline shall have the immediate and irrevocable right to direct the Custodian to liquidate and dispose of the Deposited Assets and convert the Deposited Assets into an Approved Currency, without notice to or the consent of the Customer.

 

Settlement; Liquidation of Deposited Assets.

 

Any sale or other disposition of Deposited Assets following a Settlement Event may be carried out by Bitline, the Custodian or any of their respective agents, professionals or designees (each a “Sale Party” and collectively, the “ Sale Parties”), in one or more transactions, whether through a public or private sale, for such price or prices and upon such other terms as the Sale Parties may deem commercially reasonable, in their sole discretion. No Sale Party shall have any duty or responsibility to maximize the value of the Deposited Assets, nor incur any liability to Customer on that basis. The Sale Parties shall have no obligation to marshal any Deposited Assets. All proceeds of any disposition of the Deposited Assets shall be placed in a non-interest bearing account (the “Cash Deposited Assets Account”) at the Custodian, in the name of Bitline.

 

On or before the [5th] day of the first month following the Settlement Event, Bitline shall instruct the Custodian to remit to the Customer the balance of the Cash Deposited Assets, less an amount equal to (i) the Service Fee; (ii) the balance of any amounts drawn on the Product by the Merchant; (iii) the amount of all fees, costs and expenses of Bitline or any Sale Party in connection with the sale or disposition of the Deposited Assets, or as otherwise reimbursable hereunder (the “ Return Amount”). All taxes and other charges (including, without limitation, any income tax or sales charges) in connection with the sale or disposition of the Deposited Assets shall be borne by and before the account of the Customer. Neither Bitline nor the Custodian shall have any liability for such amounts, and shall have no duty, express or implied, to remit such amounts to any relevant authorities. All other amounts in the Cash Deposited Assets Account shall thereafter irrevocably be the property of Bitline, for its own account and as payment for services hereunder.

 

In the event that the amounts in the Cash Deposited Assets Account are insufficient to pay all amounts due to Bitline under this Agreement, Customer agrees to pay the full amount of any such overage, in cash, within two (2) Business Days following demand therefor.

In connection with the foregoing, Customer hereby irrevocably appoints Bitline and the other Sale Parties, with full power of substitution, as Customer’s attorney-in-fact, with full power following a Settlement Event to take any and all actions with respect to the Deposited Assets, to execute and endorse any instruments of transfer on behalf of the Customer, whether in the Customer’s name or such Sale Party’s own name, and to do all things necessary to carry out the terms of Customer’s Sale Agreement.

Following the occurrence of a Settlement Event, Bitline is hereby authorized by the Customer at any time or from time to time, without notice or demand, to set off and to appropriate and to apply any and all (i) balances in the Cash Deposited Assets Account or (ii) other property, including any Deposited Assets, held or owing by or on behalf of Bitline to or for the credit or for the account of the Customer, against and on account of any amounts due to Bitline hereunder. The Customer agrees that Bitline or any of its affiliates may, to the fullest extent permitted by law, exercise Bitline’s right to setoff with respect to the amounts due to Bitline hereunder. Bitline’s rights under this Section are in addition to any other rights and remedies (including any other rights of setoff) that Bitline or any of its affiliates may have at law or in equity.

 

REPRESENTATIONS AND WARRANTIES

 

Customer’s Representations and Warranties . The Customer hereby represents and warrants to Bitline as follows:

  • The Customer has full power and authority to enter into this Sale Agreement. Customer’s execution of, entry into and performance under this Agreement (i) does not violate any law, rule or regulation applicable to the Customer, (ii) does not violate or contravene any contract or agreement to which the Customer is a party or which affects the Customer’s property (including, without limitation, the Deposited Assets), (iii) does not violate any order, writ, judgment, award, injunction or decree binding on or affecting the Customer’s property (including, without limitation, the Deposited Assets), and (iv) does not result in or require the creation of any lien on or security interest in any of the Customer’s property (including, without limitation, the Deposited Assets), other than the commitments and obligations created hereunder.
  • This Sale Agreement constitutes a legal, valid and binding obligation of the Customer, enforceable against the Customer in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws relating to the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law).
  • The Customer is the legal and beneficial owner of the Deposited Assets and upon execution of this Sale Agreement and the deposit of the Deposited Assets with the Custodian (including, without limitation, any Cash Deposited Assets or proceeds of disposition of Deposited Assets into the Cash Deposited Assets Account). The Deposited Assets will be free and clear of any lien, security interest or other encumbrance. No effective financing statement or other instrument similar in effect covering any Deposited Assets is on file in any recording office and no competing notice or notice inconsistent with the transactions contemplated by this Sale Agreement has been sent to the Customer.
  • Before and after giving effect to the transactions contemplated by this Sale Agreement, the Customer is and was Solvent and has not incurred debts or liabilities beyond the Customer’s ability to pay. The commitments granted hereunder on the Deposited Assets has been made in good faith and without intent to hinder, delay, or defraud any of the Customer’s present or future creditors.
  • Neither Customer nor any of Customer’s family or affiliates is a person that is, or is owned or controlled by persons that are (a) the subject or target of any Sanctions, (b) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions.
  • The Customer has not been under administrative, civil, or criminal investigation, indictment, information, suspension, debarment, or audit (other than a routine contract audit) by any party, under internal investigation by any party, or the subject of any inquiry or allegations of any kind involving fraud, corruption, money laundering, or criminal misconduct; nor are such investigations or inquiries threatened or pending. The Customer has not received notice, inquiry, or other communication from, or made a voluntary disclosure to, the U.S. Department of Justice or other criminal, civil or administrative enforcement agency of any domestic or non-U.S. jurisdiction in connection with alleged or possible fraud, corruption, or criminal misconduct. The Customer has not been convicted of or pled guilty to an offense involving fraud, corruption, or criminal misconduct.
  • The Customer is entering into this Sale Agreement for the Customer’s own account, not as nominee or agent.
  • The Customer has such knowledge, skill and experience in business, financial and investment matters that the Customer is capable of evaluating the merits and risks of the transactions contemplated by this Sale Agreement. With the assistance of the Customer’s own professional advisors, to the extent that the undersigned has deemed appropriate, the undersigned has made its own legal, tax, accounting and financial evaluation of the merits and risks of the consequences of this Sale Agreement.

 

Bitline’s Representations and Warranties. Bitline hereby represents and warrants to the Customer as follows:

  • Bitline has full power and authority to enter into this Sale Agreement. Bitline’s execution of, entry into and performance under this Agreement (i) does not violate any law, rule or regulation applicable to the Customer, and (ii) does not violate or contravene any contract or agreement to which the Customer is a party or which affects the Customer’s property (including, without limitation, the Deposited Assets).
  • This Agreement constitutes a legal, valid and binding obligation of Bitline, enforceable against Bitline in accordance with its terms, except as limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws relating to the enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is sought at equity or law).

 

HARD FORKS

 

The Customer shall provide written notice to Bitline promptly following the occurrence of a Hard Fork affecting the Deposited Assets. Upon receipt of such notice, or if Bitline otherwise becomes aware of or gains knowledge of a Hard Fork affecting the Deposited Assets, Bitline shall have the right, at its sole option, to:

  • require that the Customer immediately transfer any New Tokens to Custodian as Deposited Assets;
  • authorize and direct the Custodian to take such actions to acquire any New Tokens representing Digital Assets constituting Deposited Assets.

In connection with the foregoing, Customer hereby irrevocably appoints Bitline and the Custodian, with full power of substitution, as Customer’s attorney-in-fact, with full power following a Hard Fork to take any and all actions with respect to the Deposited Assets, including, without limitation, effectuate the issuance of New Tokens, and to execute and endorse any instruments of transfer on behalf of the Customer, whether in the Customer’s name or such Sale Party’s own name, and to do all things necessary to carry out the terms of this Sale Agreement.

 

EVENT OF DEFAULT

 

The occurrence of any of the following shall constitute an “ Event of Default”:

  • Any representation or warranty of the Customer was not at the time made, or shall hereafter cease to be true and correct in all respects;
  • The Customer shall in any way, directly or indirectly, repudiate or challenge the validity, or support any other party in repudiating or challenging the validity, of this Sale Agreement or the Custodian’s interests in the Deposited Assets;
  • The Customer shall default in the performance or observance of any provision of this Sale Agreement; or
  • The Customer shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay the Customer’s debts generally, shall cease to be Solvent or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Customer seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief, or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its Property) shall occur or such Party shall acquiesce to or fail to object to such relief; or any Party shall take any action to institute, initiate or authorize any of the actions set forth above in this Section.

 

ASSIGNMENT

 

Neither party may assign, transfer, mortgage, charge, create a trust over, subcontract or deal in any other manner with any of its rights, benefits and obligations under this Agreement (or purport to do so) without the prior written consent of the other party, which, in the case of an assignment by Bitline, shall not be unreasonably withheld or delayed; provided, that Bitline may transfer its rights and obligations hereunder to (i) any affiliated entity or (ii) to any entity acquiring all of the stock or all or substantially all of Bitline’s assets without the consent of the Customer.