Terms of Service

1. Introduction; Acceptance; Scope

By creating an account, accessing, or using the Service in any form—including via web browsers, mobile applications, APIs, or third-party integrations—you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. These Terms apply to all users regardless of whether you are a retail investor, institutional participant, merchant, broker, agent, or other stakeholder. If you do not agree, do not access or use the Service.

These Terms are supplemented by: (i) our Privacy Policy, (ii) Risk Disclosure statements, (iii) individual Offer Terms (defined below), (iv) Payment Processing Terms, (v) Cookie & Consent Policy, and (vi) any separate Credit Agreements or other agreements you sign. In case of conflict, the specific document governing a transaction controls.

Bitveste reserves the right to modify these Terms at any time by posting updated versions to the Service and notifying users via email or in-app message. Material changes will be provided with at least thirty (30) days' notice. Your continued use after such notice constitutes acceptance of the modified Terms.

2. Definitions and Key Concepts

• Allocation: An investor's legally binding commitment of capital to a specific inventory participation cycle controlled by a verified Merchant, subject to the terms disclosed in the Offer documentation.
• Offer: A standardized opportunity listing submitted and verified by a Merchant, describing inventory details, participation terms, minimum/maximum allocations, fees, settlement timelines, and projected participation structures. Each Offer is independently underwritten and approved by Bitveste's compliance and merchant verification teams.
• Settlement: The process and agreed timeline by which: (a) inventory is delivered or utilized per merchant specifications, (b) proceeds are collected or reconciled, (c) all fees and adjustments are calculated, (d) funds are liquidated or distributed to participants, and (e) final accounting is completed. Settlement periods typically range from 30 to 120+ days depending on merchant and product type.
• Credit Line: A revolving or term credit facility extended by Bitveste or its partner financial institutions to qualified users, subject to underwriting, creditworthiness assessment, and a separate binding Credit Agreement with interest rates, repayment schedules, default terms, and security interests.
• Gift Card Conversion: A service by which branded gift cards (from supported retailers) are accepted, appraised, and converted into platform purchasing power or account credit under stated conversion rates, fees, and program-specific terms established for each brand partnership.
• Merchant: A verified supplier, business, or entity that lists inventory opportunities on the Service. All Merchants undergo Know-Your-Customer (KYC) verification, business registration checks, and ongoing compliance monitoring.
• Participant or Investor: An end user who allocates capital to Offers. Users may be individuals, LLCs, partnerships, corporations, or other legal entities that meet our eligibility and verification requirements.
• Platform Escrow Account: A segregated account maintained by Bitvest Capital LLC with qualified custodial banks, used to hold investor allocations pending settlement, merchant disbursement, and final reconciliation. Funds in escrow are held for the benefit of both parties and are not co-mingled with Bitveste operating capital.
• Service Fee or Platform Fee: Compensation paid to Bitveste for platform services, merchant verification, transaction processing, and administrative support. Fees vary by product, transaction size, and user tier and are fully disclosed in advance.
• Force Majeure Event: Unforeseen circumstances beyond the reasonable control of parties, including but not limited to natural disasters, governmental actions, wars, pandemics, infrastructure failures, and cyberattacks, that may extend settlement timelines or prevent fulfillment.

3. Eligibility, Account Registration, and Verification

You represent and warrant that you are at least 18 years of age (or the age of majority in your jurisdiction) and are legally competent to enter into binding contracts. If you act on behalf of an entity (LLC, corporation, partnership, trust), you represent that you have full authority to bind that entity.

Registration Requirements. To create an account and access the Service, you must provide:

• Legal name and date of birth
• Valid email address and phone number
• Residential or business address
• Government-issued ID (driver's license, passport, or equivalent)
• Tax Identification Number (TIN), Social Security Number (SSN), Employer Identification Number (EIN), or equivalent
• Source of funds certification and beneficial ownership information (for accounts over $5,000 or as required by regulation)
• Proof of entity registration (for business users)

Ongoing Compliance. You agree to maintain accurate, current, and complete information at all times and to promptly notify us of any changes. We may require updated documentation at any time, particularly if we detect anomalies, changes in account activity, or regulatory triggers. Failure to provide required information or to respond to compliance requests within 30 days may result in account suspension or termination.

Account Limits. Only one account per person or legal entity is permitted unless we expressly approve multiple accounts in writing. Duplicate or fraudulent accounts will be immediately terminated, and associated funds may be frozen or forfeited.

Sanctions and Restricted Persons. You certify that you are not subject to U.S. Office of Foreign Assets Control (OFAC) sanctions, are not on the Specially Designated Nationals (SDN) list, and are not located in any embargoed jurisdiction. You agree to provide accurate OFAC screening information and understand that false certification may result in immediate account termination and referral to authorities.

4. Account Security, Access, and Authentication

Your Responsibility. You are solely responsible for maintaining the confidentiality of your login credentials, passwords, multi-factor authentication (MFA) codes, and any other access mechanisms. You agree not to share your credentials with any person and to keep them secure at all times.

Unauthorized Use. You must promptly notify us at security@bitveste.com if you suspect unauthorized access, fraudulent transactions, or account compromise. We will investigate and take appropriate action, but we cannot be liable for losses resulting from your failure to secure your credentials or to notify us of suspicious activity.

Security Measures. Bitveste implements industry-standard security practices, including encryption, secure data storage, regular security audits, and fraud monitoring. However, no system is perfectly secure. We do not guarantee that the Service will be free from viruses, malware, or unauthorized access. You use the Service at your own risk.

Multi-Factor Authentication. We may require multi-factor authentication (MFA) for account access, fund transfers, or settlement approvals. You agree to enable MFA when required and to maintain access to your registered MFA device or phone number. Loss of MFA access may delay account recovery.

5. Services, Offers, and Allocation Mechanics

Offer Structure. The Bitveste Service presents standardized merchant Offers, each containing: (i) detailed inventory descriptions, (ii) allocation mechanics and structure, (iii) minimum and maximum commitment amounts, (iv) all applicable fees (platform fees, service charges, conversion fees), (v) settlement periods, (vi) merchant terms and performance expectations, and (vii) risk disclosures. The terms displayed on each Offer page constitute the binding contract for that specific allocation.

Merchant Verification and Approval. All Merchants and Offers undergo comprehensive verification, including: (a) business registration and tax compliance checks, (b) beneficial ownership verification, (c) historical performance review, (d) industry-specific compliance assessment, and (e) ongoing monitoring. Bitveste may reject, suspend, or cancel any Merchant or Offer at any time for compliance failures, verification concerns, or operational risks. We are not obligated to disclose specific reasons for rejection.

Non-Reversibility of Allocations. Once an allocation is executed and funds are committed to a merchant's inventory cycle, the allocation generally becomes non-reversible and funds are committed for the full settlement period specified in the Offer. Early withdrawal, cancellation, or refund requests are not permitted except: (i) where expressly provided in the Offer terms, (ii) due to material merchant breach, (iii) upon Bitveste's written approval (which we may withhold in our sole discretion), or (iv) as required by law. Any permitted early withdrawal may be subject to early redemption fees or penalties as disclosed.

Offer Termination and Closure. Offers may close when allocation caps are reached, when time limits expire, or at Bitveste's discretion. Upon closure, no new allocations are accepted, but existing allocations remain binding and subject to settlement per their terms. If a Merchant terminates or breaches an Offer, Bitveste will work in good faith to reconcile with participants, but we are not liable for merchant defaults or delays unless directly caused by our negligence.

No Personalized Investment Advice. Bitveste does not provide personalized investment recommendations, portfolio management, or financial advice. The information and data presented on the Service are provided for informational purposes only. All allocation decisions are made by you based on your own research, analysis, and judgment. You assume all responsibility for your allocation decisions and their outcomes.

6. Funding, Payments, Fund Movement, and Reconciliation

Accepted Funding Methods. You may fund allocations through:

• Debit cards (Visa, Mastercard)
• Credit cards (subject to additional fees and transaction limits)
• Automated Clearing House (ACH) transfers from linked bank accounts
• Wire transfers to Bitveste custodial bank accounts
• Platform balance or account credit (from prior settlements, gift card conversions, or promotional credits)
• Third-party payment processors and approved integrations
• Credit lines (where authorized)

Authorization and Processing. By submitting a funding request, you authorize Bitveste and our payment processors to debit your selected funding source in the amount specified. Card-based and ACH transactions may take 1-5 business days to settle. Wire transfers typically settle within 24 hours. During processing, funds are held in a pre-settlement clearing account; we are not responsible for delays caused by your bank or the payment processor.

Fund Custody and Escrow. Once a funding transaction successfully clears, your allocation funds are transferred to the Bitvest Capital LLC Platform Escrow Account, maintained with qualified custodial banking partners. This segregated escrow account is held in trust for the benefit of both investors and merchants and is not co-mingled with Bitveste's operating capital. Bitveste maintains statutory custody and fiduciary safeguards for all escrowed funds. The escrow arrangement ensures that:

• Funds are protected in the event of platform financial difficulties
• Merchant payouts are segregated and controlled by verified disbursement rules
• Investor funds remain distinct and are not available to Bitveste creditors
• Settlement proceeds are reconciled and distributed according to documented agreements

Fund Movement and Settlement Flow. The typical lifecycle of funds is:

1. Investor initiates funding via preferred payment method.
2. Payment processor or bank confirms transaction; funds clear to a Bitveste clearing account.
3. Once cleared, funds are immediately transferred to the Platform Escrow Account (held with custodial bank partner) and segregated by allocation.
4. Upon merchant approval and allocation execution, escrowed funds are released to the verified Merchant's account per the Offer settlement schedule.
5. Merchant utilizes inventory and generates proceeds (sales revenue, returns, or other settlement sources).
6. At the agreed Settlement Date, proceeds are reconciled: Bitveste fees are deducted, merchant payouts (if owed) are processed, and investor allocation proceeds are calculated.
7. Settlement proceeds (return of principal + any gains, or adjusted amounts) are deposited back into the Platform Escrow Account, then distributed to investor accounts.
8. Investor can then withdraw to their original funding source or re-allocate via platform balance.

Payment Processor Tokenization. Card details (credit and debit card information) are never stored by Bitveste. Instead, they are tokenized and securely stored by third-party PCI-DSS compliant payment processors. We retain only the token identifier and can process future transactions using the token, but we do not have access to raw card numbers, expiration dates, or CVV codes.

Refunds, Chargebacks, and Reversals. Refunds and chargebacks are governed by payment processor rules, card network rules (Visa/Mastercard), banking regulations, and the terms of the applicable Offer. Merchant-initiated refunds (e.g., due to allocation cancellation) must be processed through our Settlement Management System. Payment processor-initiated chargebacks (e.g., unauthorized transaction claims) are subject to chargeback procedures and timelines. You understand that:

• Chargebacks are time-sensitive and must be initiated within your card network's dispute window (typically 60-180 days).
• False chargeback claims (claiming fraud when transaction was authorized) may result in account suspension or legal action.
• Bitveste may offset or setoff any chargeback amounts from your account balance, other pending transactions, or settlement proceeds.
• If a chargeback is reversed (merchant wins dispute), Bitveste retains the right to pursue recovery from you.
• Repeated chargebacks or fraudulent disputes will result in account termination and potential referral to fraud authorities.

Fees and Charges. All fees are disclosed in advance on Offer pages, account statements, and fee schedules. Fees include:

• Platform Service Fee: 1-3% per allocation (varies by product type and transaction size)
• Payment Processing Fee: 0.5-2.9% + $0.30 per card transaction; free for ACH and bank transfers
• Early Withdrawal / Redemption Fee: Up to 5% of withdrawal amount (if permitted)
• Wire Transfer Fee: $15-25 per outbound wire
• Gift Card Conversion Fee: 2-5% depending on card brand
• Account Maintenance Fee: $0 (no monthly fee currently)
• Regulatory/Compliance Fee: May apply for enhanced verification, audits, or regulatory requests

Bitveste reserves the right to change fees with 30 days' notice, and such changes apply only to new allocations, not to existing active allocations.

7. Bitveste Credit Line; Financing Products

Credit Line Availability. Bitveste may extend revolving or term credit lines to qualified users, subject to credit approval, underwriting, and execution of a separate binding Credit Agreement. Credit is not automatically available and is subject to:

• Credit review and creditworthiness assessment
• Verification of income and assets
• Background and personal/business credit checks
• Board or underwriting committee approval

Promotional Starter Credit Line. New qualified users may be offered an approximate promotional credit line of up to US$3,000 at introductory rates. This offer is non-binding until final approval is confirmed in writing. Actual credit amounts, terms, interest rates, and repayment schedules will be specified in a formal Credit Agreement. Bitveste does not guarantee credit availability, and the promotional offer may be withdrawn or modified at any time.

Credit Agreement Terms. Each credit line is governed by a separate Credit Agreement that specifies:

• Principal credit line amount and drawdown limits
• Interest rate (fixed or variable)
• Origination fees, annual fees, and other charges
• Repayment schedule and minimum monthly payments
• Default events and remedies
• Security interests (liens on collateral, if any)
• Cross-default provisions (triggers if other Bitveste accounts are in default)
• Prepayment terms and any prepayment penalties

Use of Credit. Credit lines are intended for allocation funding on the Bitveste platform. Use of credit for other purposes (personal loans, outside investments, etc.) may violate the Credit Agreement and result in immediate default. Bitveste may monitor credit usage and restrict or terminate credit access if misuse is detected.

Credit Relationship Separate. Any credit line issued by Bitveste or its financing partners is subject to the separate Credit Agreement and is independent of these Terms. In case of conflict between the Credit Agreement and these Terms regarding credit products, the Credit Agreement controls.

8. Gift Card Conversion Program

Program Scope. Bitveste accepts conversion of supported branded gift cards (including major retailers, restaurant, and entertainment brands) under a structured conversion program. Eligible brands and conversion rates are posted on the Service and updated periodically.

Conversion Process. To convert a gift card:

1. Submit eligible card image or details via the platform.
2. Bitveste verifies card balance, brand, and eligibility.
3. Conversion rate (typically 85-98% of face value) is applied; conversion fees (typically 2-5%) are deducted.
4. Net credit is deposited into your Bitveste account (platform balance) within 1-3 business days.
5. Card is marked as converted and cannot be reused.
6. Credit may be used to fund allocations, credited to account balance, or withdrawn (subject to account rules).

Conversion Terms and Finality. All conversions are final once processed. You cannot reverse a conversion or claim a higher value after processing. If we discover that a card is fraudulent, stolen, or subject to a chargeback, we may reverse the credit, freeze your account, and take legal action. Submission of fraudulent cards may result in account termination and criminal referral.

Card Brand Partnerships. Conversion rates and eligible brands vary per brand partnership agreements. Bitveste may add or remove brands at any time and will update the eligible list on the Service. Partners may impose restrictions or increased fees without notice, and Bitveste may pass such changes to users.

9. Risk Disclosure; No Investment Advice; No Fiduciary Duty; Regulatory Status

⚠ CRITICAL RISK NOTICE: PARTICIPATION IN INVENTORY ALLOCATIONS AND RELATED PRODUCTS INVOLVES SUBSTANTIAL FINANCIAL RISKS, INCLUDING: (A) LOSS OF PRINCIPAL CAPITAL, (B) ILLIQUIDITY (INABILITY TO WITHDRAW BEFORE SETTLEMENT), (C) MERCHANT DEFAULT, INSOLVENCY, OR FRAUD, (D) OPERATIONAL DELAYS OR FULFILLMENT FAILURES, (E) COMMODITY PRICE VOLATILITY, (F) CURRENCY AND FOREIGN EXCHANGE RISK, (G) REGULATORY CHANGES, AND (H) CYBERSECURITY THREATS. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. NO ALLOCATION IS GUARANTEED TO GENERATE RETURNS OR PRESERVE CAPITAL.

Platform Nature and Limitations. Bitveste operates a technology platform that facilitates connections between retail and institutional participants and verified merchants. We do not guarantee returns, principal protection, liquidity, or settlement timelines. Bitveste is not a deposit-taking bank, is not insured by the Federal Deposit Insurance Corporation (FDIC), and is not a government-sponsored enterprise. Your allocations are NOT savings accounts, investments in securities (unless separately registered), or financial instruments insured by government agencies.

Not an Investment Adviser. Bitveste is not a registered investment adviser under the Investment Advisers Act of 1940 and does not provide investment advice, recommendations, or fiduciary services. We do not:

• Provide personalized investment recommendations or portfolio optimization
• Assess your risk tolerance or financial situation
• Manage your allocations or rebalance your portfolio
• Guarantee performance, allocation strategies, or outcomes
• Act as a fiduciary or assume fiduciary duties to users (unless separately documented and licensed)

The information, analysis, and data presented on the Service are informational only and do not constitute investment advice. All allocation and capital decisions are made by you based on your own independent research, analysis, and judgment. You are solely responsible for the outcomes of your allocation decisions.

Not a Securities Broker or Dealer. Bitveste is not a registered broker-dealer, investment bank, or securities trading platform under the Securities Exchange Act of 1934 or applicable securities laws. We do not provide brokerage services, custody of securities, or securities trading execution.

Securities Law Considerations. Inventory allocations offered through the Bitveste Service may not constitute "securities" under U.S. law (specifically, the Howey Test for investment contracts). However, the SEC and certain state regulators have indicated that some allocation structures could be analyzed as investment contracts. Bitveste has structured its Service to avoid securities registration requirements through: (i) explicit disclaimers of guaranteed returns, (ii) direct merchant control of inventory and proceeds, (iii) transactional mechanics (not pooling or commingling), and (iv) contractual (rather than equity) participation models. However, we cannot guarantee that future regulatory interpretation will not change. If your allocation is later deemed to be a security, your rights and protections may change, and Bitveste's registration status (or lack thereof) may create legal implications for both parties.

Tax Advice Disclaimer. Nothing in the Service constitutes tax, legal, or accounting advice. Tax treatment of allocations, settlement proceeds, gains, and losses varies based on your jurisdiction, tax status, and circumstances. It is your responsibility to consult with a qualified tax professional or accountant regarding your specific tax obligations. Bitveste may provide tax documentation (e.g., Forms 1099) but does not provide tax advice and is not responsible for errors in your tax reporting or tax liabilities arising from your use of the Service.

Independent Advice Encouraged. We strongly encourage you to consult with independent financial, tax, legal, and investment advisers before making allocation decisions. Your advisers should be aware of all risks, fees, and terms described in these Terms and in individual Offer documentation.

10. Representations, Warranties, and Covenants by Users

You represent, warrant, and covenant that:

• Legal Capacity: You are at least 18 years old and legally competent to enter into binding contracts, or you are a duly organized entity with full authority to bind yourself/itself.
• Accuracy of Information: All information you supply (KYC data, funding sources, beneficial ownership, etc.) is true, accurate, complete, and not misleading. You will keep this information current.
• Legal Compliance: You will comply with all applicable laws, regulations, and tax obligations in your jurisdiction, including U.S. federal, state, and local laws, and non-U.S. laws where applicable. This includes compliance with tax reporting, anti-money-laundering (AML), Know-Your-Customer (KYC), and economic sanctions laws.
• Sanctions and Restricted Parties: You are not subject to U.S. Office of Foreign Assets Control (OFAC) sanctions, are not on the Specially Designated Nationals (SDN) list, and are not located in any U.S.-embargoed jurisdiction. You will not use the Service for activities related to sanctioned countries, entities, or individuals.
• Source of Funds: All funds you allocate through the Service come from lawful sources and you have the legal right to commit such funds. You are not using borrowed or stolen funds, funds derived from illegal activity, or funds that are subject to legal claims.
• No Prohibited Activity: You will not engage in any prohibited activity as defined in Section 11 of these Terms. You will not use the Service for fraud, money laundering, market manipulation, sanctions evasion, or any other illegal purpose.
• Non-U.S. Persons: If you are not a U.S. citizen or resident, you certify that your use of the Service complies with the laws of your country of residence and that you are not violating foreign exchange, capital controls, or other restrictions applicable in your jurisdiction.
• Financial Sophistication: You are financially sophisticated or have obtained appropriate professional advice, and you understand the risks associated with illiquid, unregistered, or alternative investment products.

11. Prohibited Activity

You agree NOT to use the Service for any of the following prohibited activities:

• Illegal Activity: Any activity that violates laws, regulations, or court orders, including drug trafficking, human trafficking, terrorism financing, or other federal crimes.
• Fraud and Deception: Making false or misleading statements, impersonating other persons, submitting fake documents, or engaging in identity fraud.
• Money Laundering and AML Evasion: Structuring transactions to evade AML reporting thresholds, using the Service to clean proceeds of crime, or facilitating sanctions evasion.
• Market Manipulation: Attempting to manipulate Offer valuations, collusion with other users or merchants, spoofing, layering, or creating artificial trading activity.
• Intellectual Property Infringement: Violating copyrights, trademarks, patents, or trade secrets; reproducing or distributing copyrighted content without authorization.
• Privacy and Data Violation: Accessing others' personal data without permission, harvesting user information, or violating privacy rights.
• Circumventing Security: Hacking, malware injection, phishing, DDoS attacks, attempting to bypass security controls, or accessing the Service through unauthorized means.
• Chargeback Fraud: Filing chargebacks for authorized transactions, falsely claiming fraud, or engaging in repeated disputed transactions without legitimate grounds.
• Account Abuse: Creating duplicate accounts, using automated bots, or engaging in any other form of platform manipulation.
• Harassment and Abuse: Threatening, harassing, or abusing other users or Bitveste staff.

Consequences of Prohibited Activity. Violation of these restrictions may result in: (i) immediate account suspension or termination, (ii) forfeiture of all funds in your account, (iii) permanent blacklisting from the Service, (iv) disclosure of your identity and activity to law enforcement and regulatory authorities, and (v) civil or criminal legal action. Bitveste cooperates fully with law enforcement and regulatory inquiries.

12. Merchant Terms and Representations

Merchants using the Service to list Offers must:

• Provide Accurate Offers: All Offer information must be truthful, accurate, and not misleading. Descriptions of inventory, settlement timelines, fees, and expected performance must reflect reality.
• Comply with Laws: Merchants must comply with all applicable consumer protection, tax, financial services, and industry-specific laws.
• Maintain Verification: Merchants must provide and update KYC documentation, business registration certificates, tax records, and beneficial ownership information as requested.
• Permit Audits: Merchants agree to periodic audits and inspections related to Offer fulfillment, inventory management, and compliance with Bitveste standards.
• Settle on Time: Merchants must deliver inventory as specified and reconcile proceeds according to Offer terms and settlement schedules.
• Indemnify Bitveste: Merchants indemnify and hold Bitveste harmless for false or misleading Offer information, failure to deliver, breach of representations, or any resulting liability.

Bitveste is not responsible for merchant default, fraud, or failure to fulfill Offer terms. While we perform verification and ongoing monitoring, we do not guarantee merchant solvency or performance. Investor claims for merchant default should be directed to the applicable merchant through Bitveste's dispute resolution process.

13. Taxes and Tax Reporting

Tax Responsibility. You are solely responsible for determining your tax liabilities arising from your use of the Service and all allocations. This includes:

• Capital gains taxes (short-term and long-term)
• Ordinary income taxes on settlement proceeds
• Self-employment taxes (if applicable)
• State, local, and foreign taxes
• Currency exchange gains/losses (if international)
• Tax reporting and filing obligations

Tax Reporting by Bitveste. We will collect your Tax Identification Number (TIN), Social Security Number (SSN), or Employer Identification Number (EIN) as required by law. We may issue:

• Form 1099-INT (interest income)
• Form 1099-MISC (miscellaneous income)
• Form 1099-NEC (non-employee compensation)
• Form 1098-T or other applicable forms
• International tax reporting (FATCA, CRS, etc.)

All tax documentation will be provided to you and to the IRS (or equivalent tax authority) as required by law. It is your responsibility to accurately report your tax information and reconcile with your tax returns.

14. Privacy, Data Use, and Cookies

Your use of the Service is subject to our comprehensive Privacy Policy. By using the Service, you consent to the collection, use, and processing of your personal data as described in the Privacy Policy, including:

• Know-Your-Customer (KYC) information and identity verification
• Financial and transaction data
• Fraud prevention and anti-money-laundering (AML) screening
• Regulatory compliance and reporting
• Marketing and communications
• Cookies and tracking technologies
• Third-party data sharing for credit checks and verification

Cookie Policy. Bitveste uses cookies, web beacons, and similar tracking technologies to: (i) authenticate users, (ii) remember preferences, (iii) analyze platform usage and performance, (iv) prevent fraud, and (v) serve targeted advertisements. Our Cookie & Consent Policy provides detailed information about cookie types and your consent choices. By using the Service, you consent to cookie use unless you opt out through your browser or our consent tools.

Third-Party Data Sharing. We share personal data with third parties for legitimate business purposes, including payment processors, KYC vendors, fraud detection providers, regulatory authorities (when required by law), and service providers. We do not sell your data to unaffiliated third parties for their marketing purposes (except as may be permitted by applicable law with consent). Non-EU/UK residents should review the Privacy Policy for additional data-sharing disclosures.

15. Intellectual Property Rights

Bitveste's IP Ownership. Bitveste and its licensors own all intellectual property in the Service, including software, platform architecture, databases, user interfaces, graphics, logos, trademarks, content, and documentation. This IP is protected by copyright, patent, trademark, and trade secret laws. You agree not to copy, reproduce, modify, create derivative works, or distribute any Bitveste IP without prior written authorization.

Limited License to Users. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for lawful purposes (allocating capital, viewing Offers, managing your account). This license is personal to you and may not be assigned or shared.

User Content. Any content you submit to the Service (profile information, documents, messages, feedback, user-generated content) remains your property, but you grant Bitveste an irrevocable, royalty-free, worldwide license to host, display, use, and process such content to provide and improve the Service. We may use your feedback or suggestions without obligation or compensation.

Trademark Use. "Bitveste," "Bitvest Capital LLC," and related logos and trademarks are the exclusive property of Bitvest Capital LLC. You are not permitted to use these marks without prior written consent.

16. Monitoring, Audits, and Compliance

Bitveste may monitor your account activity, transactions, and communications for compliance, fraud prevention, security, and regulatory purposes. This includes:

• Automated screening for suspicious patterns or AML triggers
• Manual review of transactions exceeding thresholds
• Periodic audits of merchant Offers and fulfillment
• Verification of ongoing user compliance with eligibility requirements
• Requests for additional documentation or explanations
• Suspension of accounts pending investigation or regulatory review

You agree to cooperate fully with any compliance inquiries, audits, or investigations and to provide requested documentation within 30 days. Failure to comply may result in account suspension or termination.

17. External Providers and No Third-Party Beneficiary

Bitveste relies on third-party service providers for payment processing, banking, KYC verification, fraud detection, and other functions. These providers are not parties to these Terms and are not third-party beneficiaries. However, certain provider terms (e.g., payment processor agreements) may apply separately to your transactions.

These Terms create obligations solely between you and Bitveste. No third party (including merchants, payment processors, or custodial banks) has rights to enforce these Terms unless expressly stated herein.

18. Disclaimers of Warranties

THE SERVICE IS PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BITVESTE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: (A) MERCHANTABILITY, (B) FITNESS FOR A PARTICULAR PURPOSE, (C) NON-INFRINGEMENT, (D) ACCURACY OF DATA, (E) UNINTERRUPTED ACCESS, AND (F) FREEDOM FROM VIRUSES, MALWARE, OR OTHER HARMFUL CODE.

Bitveste does not warrant that the Service will be free from errors, that allocations will settle on time, that merchants will perform, that you will achieve any return, or that funds will be available on demand. Use of the Service is entirely at your own risk. Some jurisdictions do not permit limitations of implied warranties; to the extent such limitations are prohibited, they may not apply in your jurisdiction.

19. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BITVESTE'S TOTAL AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY ALLOCATION SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY YOU TO BITVESTE AS FEES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) FIFTY THOUSAND U.S. DOLLARS (US$50,000).

IN NO EVENT SHALL BITVESTE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION: (A) LOSS OF PROFITS, (B) LOSS OF DATA OR INFORMATION, (C) LOSS OF OPPORTUNITY, (D) BUSINESS INTERRUPTION, (E) REPUTATIONAL HARM, (F) LOST ALLOCATION RETURNS, OR (G) LOSS OF USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

The limitations apply to all claims, whether or not Bitveste has been advised of potential damages. These limitations are essential terms upon which Bitveste's willingness to offer the Service is predicated. Some jurisdictions do not permit limitations of liability; to the extent such limitations are prohibited, they may not apply in your jurisdiction, but Bitveste shall apply the maximum limitation permitted by law.

Specific Exclusions. Bitveste shall not be liable for: (i) merchant default or failure to deliver inventory, (ii) delays in settlement due to operational issues or force majeure, (iii) loss of allocation value due to market conditions, (iv) regulatory changes affecting allocations, (v) cybersecurity incidents affecting your account (unless caused directly by Bitveste's gross negligence), or (vi) any third-party actions or services.

20. Indemnification

You agree to indemnify, defend (with counsel acceptable to Bitveste), and hold harmless Bitveste, its officers, directors, employees, agents, and service providers from and against any third-party claim, demand, loss, liability, damage, or cost (including reasonable attorneys' fees and court costs) arising from or relating to: (i) your breach of these Terms, (ii) your violation of any law or regulation, (iii) your negligence or willful misconduct, (iv) your use of the Service, (v) your allocation decisions, (vi) your violation of third-party rights, (vii) merchant activity you facilitated, or (viii) any other claim arising from your use of the Service. This indemnification obligation survives termination of your account.

21. Account Suspension, Termination, and Closure

Suspension Triggers. Bitveste may immediately suspend your account without notice if we reasonably believe:

• You have engaged in prohibited activity, fraud, or illegal conduct
• You have failed to comply with these Terms or any other agreement
• Your account presents a compliance or security risk
• We have received a legal demand or court order affecting your account
• We detect suspicious, unauthorized, or anomalous activity

Termination and Fund Handling. Upon termination or closure:

• Your access to the Service ends immediately
• Pending allocations may be cancelled or liquidated per Offer terms
• Settlement proceeds and any remaining balance will be calculated and, where possible, returned to your original funding source
• Bitveste may offset or setoff any amounts owed to us (fees, chargebacks, disputes) against any balance due to you
• We will retain transaction records as required by law (typically 5-7 years)
• Any outstanding claims, disputes, or liabilities survive termination

Bitveste is not liable for any losses, delays, or difficulties resulting from account termination or suspension.

22. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT SIGNIFICANTLY AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO PURSUE CLAIMS IN COURT AND TO PARTICIPATE IN CLASS ACTIONS.

a. Informal Dispute Resolution. Before initiating formal proceedings, we strongly encourage you and Bitveste to attempt to resolve any dispute informally. Contact us at legal@bitveste.com with a detailed written description of your claim. We will respond within 30 days and attempt to reach a mutually acceptable resolution. Good-faith negotiation often resolves disputes faster and more cost-effectively than formal litigation or arbitration.

b. Binding Arbitration Agreement. Except for claims that qualify for the small claims court exception (discussed below) or for claims where Bitveste seeks injunctive or equitable relief in a court of competent jurisdiction, you and Bitveste mutually agree to resolve all disputes, claims, and controversies arising out of or relating to these Terms, the Service, your account, or any allocation exclusively through final and binding arbitration. This means:

• You give up the right to pursue your claim in a courtroom before a judge or jury
• You give up the right to participate in a class action or collective action
• You are entitled to discovery and an evidentiary hearing, but the arbitration process is typically faster and more streamlined than litigation
• An arbitrator (not a judge) will decide your claim and render a final, binding decision

c. Arbitration Administrator and Rules. Arbitration shall be administered by either the American Arbitration Association (AAA) under its Consumer Arbitration Rules, or JAMS (Judicial Arbitration and Mediation Services) at your election. You and Bitveste may agree on alternative arbitration rules. The arbitration shall be conducted:

• In the United States (location to be determined per arbitrator rules)
• Under applicable arbitration rules (AAA or JAMS Consumer Arbitration Rules)
• Governed by the Federal Arbitration Act (FAA)
• Applied by an impartial arbitrator who has experience with financial and commercial disputes
• In accordance with applicable substantive law (California law, if no other governing law is agreed)

The arbitrator shall apply applicable substantive law consistent with the terms herein and shall issue a reasoned written decision. The arbitrator has no authority to award punitive damages beyond those permitted by law. Costs and fees:

• If your claim seeks less than US$10,000 in damages, Bitveste shall pay all arbitrator and filing fees exceeding what you would pay in court
• For claims seeking US$10,000 or more, costs and fees shall be allocated per AAA or JAMS rules
• Each party bears its own attorneys' fees and costs unless the arbitrator awards them per applicable law

d. Class Action Waiver. YOU AND BITVESTE MUTUALLY AGREE THAT YOU SHALL BRING CLAIMS IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY — NO CLASS, COLLECTIVE, REPRESENTATIVE, OR BATCH ACTIONS OR ARBITRATIONS ARE PERMITTED. You may not:

• Join other individuals' claims in a single arbitration or class proceeding
• Participate in a class action against Bitveste
• Pursue representative, collective, or batch arbitration
• Act as or participate as a member of any class, group, or representative action

This class action waiver is critical to Bitveste's willingness to arbitrate claims. If this waiver is found unenforceable as to your claim, then that claim shall proceed in court, not arbitration, and the entire arbitration agreement may be voided.

e. Small Claims Court Exception. Notwithstanding the foregoing, either party may pursue individual claims (not class actions) in small claims court if: (i) the claim qualifies under that court's jurisdictional limits, (ii) you submit a written opt-out notice (see below), and (iii) you comply with small claims procedures. In such cases, the claim proceeds in small claims court, not arbitration.

f. Opt-Out Right (30-Day Window). You may opt out of arbitration by sending written notice to Bitveste within thirty (30) days of first agreeing to these Terms. The notice must:

• Be in writing (email is acceptable)
• Include your name, email address, and account ID
• State clearly that you opt out of the arbitration agreement
• Be sent to legal@bitveste.com

If you timely opt out, the remainder of this arbitration clause remains binding, but you may pursue your claim in court. If you do not opt out within 30 days, you are bound by arbitration.

g. Injunctive Relief Exception. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive or equitable relief (e.g., to prevent fraud, enforce intellectual property rights, or prevent irreparable harm) from a court of competent jurisdiction without first pursuing arbitration. Such requests are excluded from the arbitration requirement but do not waive the right to arbitrate other claims.

23. Notices and Communications

Bitveste may provide notices and communications to you via:

• Email to the address on file in your account
• In-app messages or push notifications
• SMS/text messages to your registered phone number
• Postal mail to your registered address
• Public notice on the Service website or platform

Notices are effective upon dispatch (or, for postal mail, upon receipt). You are responsible for keeping your contact information current. It is your responsibility to check email and the Service regularly for important notices.

Legal Notices to Bitveste. For legal notices, complaints, or formal correspondence, you must send written notice to: Bitvest Capital LLC, 13313 Bellacosa Ave, Baton Rouge, LA 70817, United States, Attn: Legal Department. You may also email: legal@bitveste.com. Notices are effective upon receipt.

24. Governing Law and Venue

These Terms and all related matters are governed by and construed in accordance with the laws of the State of California, United States, without regard to conflict-of-law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

Subject to Section 22 (Dispute Resolution and Arbitration), any legal action, suit, or proceeding that is not subject to arbitration shall be brought exclusively in the state or federal courts located in the State of California, and you irrevocably submit to the jurisdiction of such courts.

25. Severability and Waiver

If any provision of these Terms is found to be invalid, unenforceable, or violates applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, shall be severed. The remaining provisions shall continue in full force and effect and be enforceable to the fullest extent permitted by law.

Bitveste's failure to enforce any provision does not constitute a waiver of that provision or of any other right. No waiver of these Terms is effective unless in writing and signed by an authorized representative of Bitveste.

26. Entire Agreement and Amendment

These Terms, together with the Privacy Policy, Cookie & Consent Policy, Risk Disclosure statements, individual Offer Terms, and any Credit Agreements or other documents expressly incorporated by reference, constitute the entire agreement between you and Bitveste regarding the Service and supersede all prior agreements, understandings, and representations, whether written or oral.

Bitveste may modify these Terms at any time by posting updated versions on the Service. For material changes, we will provide at least 30 days' advance notice via email or in-app message. Your continued use of the Service after such notice constitutes acceptance of the modified Terms. If you do not agree to modifications, you must stop using the Service and request account closure.

Modifications apply prospectively and do not affect existing allocations or settled transactions, except to the extent necessary for regulatory compliance.

27. Assignment and Delegation

Bitveste may assign, transfer, sublicense, or delegate any of its rights or obligations under these Terms or the Service without your consent. Such assignment does not relieve Bitveste of its obligations hereunder.

You may not assign, transfer, or delegate any of your rights or obligations under these Terms without Bitveste's prior written consent. Any purported assignment without consent is void.

28. Miscellaneous Provisions

Regulatory Disclosures. Certain features of the Service may be subject to additional federal, state, or international disclosures (e.g., Regulation of Money Transmitters, state lending laws, commodity regulations, etc.). Where applicable, such disclosures will be provided to you separately and shall be deemed incorporated into these Terms by reference.

No Waiver. Failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Waiver of any breach does not constitute a waiver of any subsequent breach.

Force Majeure. Bitveste is not liable for delays or failures in performance caused by events beyond its reasonable control, including: acts of God, natural disasters, pandemics, wars, terrorist attacks, government actions, infrastructure failures, cyberattacks, strikes, or other similar events. Force majeure events may extend settlement timelines, delay payouts, or prevent fulfillment. Upon occurrence of a force majeure event, Bitveste will notify affected users and take reasonable steps to resume normal operations. Force majeure does not relieve obligations for existing, settled allocations.

Headings. Section headings are for convenience only and do not affect interpretation.

Survivorship. Provisions that by their nature are intended to survive termination (including indemnification, limitation of liability, confidentiality, and dispute resolution) shall survive termination or expiration of these Terms.

29. Detailed Definitions of Financial and Compliance Terms

Settlement Date and Settlement Timeline. Each Offer specifies a projected Settlement Date (e.g., 60 days, 90 days, or longer after allocation execution). Settlement timelines are estimates and may be extended due to: merchant operational delays, inventory fulfillment issues, market conditions, regulatory requirements, or force majeure events. Bitveste does not guarantee settlement dates and reserves the right to extend timelines with reasonable notice. Extended settlements may or may not result in additional returns to compensate for the delay.

Allocation Cycle. An "Allocation Cycle" refers to the defined period from initial allocation (when your capital is committed) through settlement (when proceeds are reconciled and distributed). During the cycle, your capital is locked and unavailable for other uses.

Merchant Performance and Default Event. A Merchant is in "Default" if it fails to: (a) deliver agreed inventory within specified timelines, (b) account for and remit proceeds on settlement, (c) maintain KYC compliance, or (d) cure material breaches within cure periods. Upon merchant default, Bitveste will work to recover funds or reconcile losses, but cannot guarantee full recovery. You assume the risk of merchant default.

Return Calculation and Net Asset Value. Where an Offer projects returns, returns are calculated based on: (a) original allocated amount, (b) settlement proceeds collected from merchant, (c) all fees and adjustments deducted, and (d) timing of settlement. "Net Asset Value" (NAV) refers to the value of an allocation at any given time, calculated as: (Original Allocation + Gains/Losses - Fees). NAV fluctuates based on merchant performance and market conditions. Negative NAV (loss scenario) is possible.

30. Contact Information and Registered Address

General Questions and Support: support@bitveste.com

Legal, Compliance, and Contractual Questions: legal@bitveste.com

Privacy and Data Requests (CCPA, GDPR, etc.): privacy@bitveste.com

Security and Fraud Reports: security@bitveste.com

Registered Address: Bitvest Capital LLC, 13313 Bellacosa Ave, Baton Rouge, LA 70817, United States

Key Takeaways