U.S.
Securities and Exchange Commission
Washington,
DC 20549
FORM
10-Q/A
☒ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE
QUARTERLY PERIOD ENDED
June
30, 2018
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from__________________ to
_______________________.
Commission
File Number 000-27019
Investview,
Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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87-0369205
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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12
South 400 West
Salt
Lake City, Utah 84101
(Address
of principal executive offices)
Issuer’s
telephone number: 888-778-5372
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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Emerging
growth company ☐
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Indicate
the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date. As of
August 10, 2018, there were 2,219,661,318 shares of common stock,
$0.001 par value, outstanding.
EXPLANATORY
NOTE
This report has been revised
to
file
Exhibit 10.37, Product
Contribution Agreement between Investview, Inc. and WestMyn
Technology Services, Inc., entered May 1, 2018
,
and
Exhibit
10.38,
Capital Crypto
Mining Agreement between InvestView, Inc., and WestMyn Technology
Services, Inc., entered May 1, 2018
,
which were inadvertently omitted from the original filing
.
The exhibit table in Item 6, Exhibits,
has also been corrected to delete Exhibit 10.39, which was
mistakenly included.
This amendment
speaks as to the original filing date and does not reflect events
that may have occurred subsequent to the original filing
date.
PART II OTHER
INFORMATION
ITEM 6 – EXHIBITS
The
following exhibits are filed as a part of this report:
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Exhibit
Number*
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Title of Document
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Location
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Item
3
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Articles
of Incorporation and Bylaws
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Certificate
of Amendment to Articles of Incorporation
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Incorporated
by reference to the Definitive Information Statement filed
December 20, 2017
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Item
10
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Material
Contracts
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Purchase
Agreement between United Marketing, LLC and Investview, Inc.,
entered July 20
th
,
2018
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Incorporated
by reference from current report on Form 8-K filed July 25,
2018
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Product
Contribution Agreement between Investview, Inc. and WestMyn
Technology Services, Inc., entered May 1, 2018
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This
filing.
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Capital
Crypto Mining Agreement between InvestView, Inc., and WestMyn
Technology Services, Inc., entered May 1, 2018
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This
filing.
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Item
31
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Rule
13a-14(a)/15d-14(a) Certifications
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Certification
of Principal Executive Officer Pursuant to Rule 13a-14
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This
filing.
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Certification
of Principal Financial Officer Pursuant to Rule 13a-14
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This
filing.
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Item
32
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Section
1350 Certifications
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32.01
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Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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Incorporated by reference from
quarterly report on Form 10-Q for the quarter ended June 30, 2018,
filed August 14, 2018
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32.02
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Certification
of Acting Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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Incorporated by reference from quarterly report on
Form 10-Q for the quarter ended June 30, 2018, filed August 14,
2018
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Item
101***
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Interactive
Data File
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101.INS
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XBRL
Instance Document
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Incorporated by reference from quarterly report on
Form 10-Q for the quarter ended June 30, 2018, filed August 14,
2018
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101.SCH
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XBRL
Taxonomy Extension Schema
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Incorporated by reference from quarterly report on
Form 10-Q for the quarter ended June 30, 2018, filed August 14,
2018
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase
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Incorporated by reference from quarterly report on
Form 10-Q for the quarter ended June 30, 2018, filed August 14,
2018
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101.DEF
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XBRL
Taxonomy Extension Definition Linkbase
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Incorporated by reference from quarterly report on
Form 10-Q for the quarter ended June 30, 2018, filed August 14,
2018
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase
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Incorporated by reference from quarterly report on
Form 10-Q for the quarter ended June 30, 2018, filed August 14,
2018
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101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase
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Incorporated by reference from quarterly report on
Form 10-Q for the quarter ended June 30, 2018, filed August 14,
2018
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*
All
exhibits are numbered with the number preceding the decimal
indicating the applicable SEC reference number in Item 601 and the
number following the decimal indicating the sequence of the
particular document. Omitted numbers in the sequence refer to
documents previously filed as an exhibit.
***
Users
of this data are advised that, pursuant to Rule 406T of Regulation
S-T, these interactive data files are deemed not filed or part of a
registration statement or Annual Report for purposes of Sections 11
or 12 of the Securities Act of 1933 or Section 18 of the Exchange
Act of 1934 and otherwise are not subject to
liability.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be
signed on its behalf by the undersigned hereunto duly
authorized.
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INVESTVIEW,
INC.
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Dated:
September 5, 2018
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By:
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/s/
Ryan Smith
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Ryan
Smith
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Chief
Executive Officer
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(Principal
Executive Officer)
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Dated:
September 5, 2018
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By:
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/s/
William C. Kosoff
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William
C. Kosoff
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Acting
Chief Financial Officer
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(Principal
Financial Officer and Accounting Officer)
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Exhibit 10.37
PRODUCT CONTRIBUTION AGREEMENT
This
PRODUCT CONTRIBUTION AGREEMENT (“Agreement”) is made
effective as of October 31, 2017 (the “Effective
Date”), and is entered into by and between WestMÿn
Technology Services, Inc., a Delaware corporation
(“WESTMŸN”) and Investview, Inc., a Nevada
corporation (the “Company”)and its assigns.
WESTMŸN and the Company may individually be referred to as a
“Party” or collectively as the
“Parties.”
RECITALS
WHEREAS,
WESTMŸN desires to compile and provide to the Company certain
valuable contract rights to products and to provide a crypto mining
agreement, in exchange for issuance of stock in the Company and for
the opportunity to earn-out additional Company stock based on the
performance and benefits conferred on the
Company by WESTMŸN’s crypto mining
agreement;
WHEREAS, the Company desires to receive from
WESTMŸN certain valuable contract rights and benefits and is
willing to exchange Company stock for WESTMŸN’s
contribution of a mining hardware services license and such rights,
under the terms and conditions set forth in this Agreement for a
term of
five
(5) year term plus 1,000 days or the operating lifetime of the
equipment, whichever is greater. After the initial term, this
Agreement shall automatically renew until either Party terminates
such automatic renewal.
NOW THEREFORE, for good and valuable consideration, the sufficiency
of which is hereby acknowledged, the Parties agree as
follows:
1.
WESTMŸN Mining
Contract
. WESTMŸN
currently owns certain mining equipment for use in mining
cryptocurrencies. WESTMŸN will enter into a mining agreement
with the Company and allow the Company to purchase its mining
equipment at a preferred rate.
2.
Company Exchange for
WESTMŸN Mining Contract
.
(a)
Exchange of Company
Common Shares
. The Company
agrees that, in exchange for WESTMŸN entering into the crypto
mining agreement, which includes the right for the Company to
re-sell mining equipment to the Company’s affiliates, the
Company will issue 40,000,000 (forty million) restricted common
shares in the Company to WESTMŸN.
(b)
Common Stock
Earnout
. WESTMŸN shall
have earned and shall receive additional Company common stock
(“WESTMŸN Earnout”), which shall be issued by the
Company to WESTMŸN, in the following amounts and upon
achieving and satisfying the following
requirements:
i.
The
following shall be used to determine WESTMŸN’s Earnout
of additional Company common stock:
1)
Number of Earnout
Shares
: shares earned are by
number of shares and are not determined by stock
price;
2)
WESTMŸN Monthly
Revenue
: reference to
WESTMŸN Monthly Revenue shall be the gross revenues per month
generated, or averaged over a four-month period, from and/or
attributed to:
A.
Revenue
for the Company from the retail price of mining equipment excluding
the setup fee.
3)
Revenue
Milestones
:
WESTMŸN’s Monthly Revenue Milestones shall
be:
A.
“1
st
Revenue Milestone” is USD
$1,000,000 of WESTMŸN Monthly Revenue;
B.
“2
nd
Revenue Milestone” is USD
$2,500,000 of WESTMŸN Monthly Revenue;
C.
“3
rd
Revenue Milestone” is USD
$4,000,000 of WESTMŸN Monthly Revenue; and
D.
“4
th
Revenue Milestone” is USD
$5,500,000 of WESTMŸN Monthly Revenue.
4)
Common
Stock Award
: WESTMŸN is
eligible to earn the following separate and independent awards of
Company common stock:
A.
“1
st
Common Stock Award” is 15
million shares of Company common stock;
B.
“2
nd
Common Stock Award” is 20
million shares of Company common stock;
C.
“3
rd
Common Stock Award” is 25
million shares of Company common stock; and
D.
“4
th
Common Stock Award” is 25
million shares of Company common stock.
ii.
WESTMŸN
shall receive the following earnouts, when achieved:
1)
the 1
st
Common Stock Award, when the
1
st
Revenue Milestone has been exceeded
for four (4) months;
2)
the 2
nd
Common Stock Award, when the
2
nd
Revenue Milestone has been exceeded
for four (4) months;
3)
the 3
rd
Common Stock Award, when the
3
rd
Revenue Milestone has been exceeded
for four (4) months; and
4)
the 4
th
Common Stock Award, when the
4
th
Revenue Milestone has been exceeded
for four (4) months.
The Parties acknowledge and agree that
WESTMŸN’s Earnouts can be achieved through application
of certain months to more than one Revenue Milestone. For example,
if WESTMŸN’s Monthly Revenue exceeded the
3
rd
Revenue Milestone ($4.0 million
monthly revenue) for four months following the Effective Date of
this Agreement, WESTMŸN would receive all of the
1
st
,
2
nd
,
and 3
rd
Common Stock Awards (60 million
cumulatively awarded shares).
3.
Warranties; Indemnities; Limitations.
(a)
Warranty
Against Infringement. WESTMŸN warrants that its crypto mining
agreement does not infringe any patent, trademark, or other
intellectual property.
(b)
Warranty
of Authority. WESTMŸN warrants that it has the power and
authority to enter into the crypto mining agreement with the
Company.
(c)
Exclusion
of Other Warranties. EXCEPT AS MAY OTHERWISE
BE
SET FORTH HEREIN, THE WARRANTIES IN THIS SECTION
ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED.
i.
WESTMŸN
represents that it has authorization to enter into the crypto
mining agreement contemplated in this Agreement.
ii.
WESTMŸN
represents that the mining is unencumbered and WESTMŸN is
unaware of any third-party claims to the WESTMŸN mining
equipment.
iii.
The
Company represents that it has, or will obtain approval for,
sufficient shares of common stock available to meet the earnout
obligations of this Agreement.
(e)
Indemnification.
The Parties shall indemnify and hold one another harmless and, at
their own expense, defend the other Party and its respective
subsidiaries, affiliates, directors, officers, employees,
representatives, partners, members, managers, agents, attorneys,
successors and assigns (“Indemnified Persons”) from and
against any and all thirdparty claims, losses, costs and expenses
or liabilities (including direct, indirect, incidental,
consequential, special, or punitive damages suffered or alleged, as
well as reasonable legal fees and expenses incurred), relating to
or arising out of:
i.
any
failure by the other Party to comply with its obligations under
this Agreement;
ii.
breach
of any of the Parties representations or warranties to one another;
or
iii.
any
failure by a Party, for any reason to comply with all applicable
laws, rules and regulations, including any applicable regulatory
organization or agency.
(f)
Indemnification
Notification. When any claim for indemnification arises under this
Agreement, a Party shall promptly notify the other Party of the
claim, and when known, the facts constituting such claim, and the
amount or an estimate of the amount of the liability arising
therefrom.
4.
Miscellaneous Provisions.
(a)
Tax
Compliance. The Parties agree to pay their respective taxes
including applicable sales, use or excise taxes, VAT or similar
governmental charges.
(b)
Public
Disclosure. The Parties acknowledge that this Agreement will be
made public as part of the Company’s disclosure
obligations.
(c)
Assignment.
Neither party may transfer or assign its rights or obligations
under this Agreement without the prior written consent of the other
party, except that no consent is required for a transfer or
assignment to: an affiliate; or made as part of a
re-organization.
(d)
No
Third-Party Beneficiary. The Parties Agree that this Agreement does
not create rights in third parties and there are no intended
third-party beneficiaries of this Agreement.
(e)
Due
Diligence. By executing this Agreement, each Party acknowledges
they have each conducted, or have had an adequate opportunity to
conduct, their respective due diligence investigation into the
terms of this Agreement and those representations made by the other
Party in support of such terms herein, as well as the business,
financial, accounting, physical operations, and legal aspects of
the other Party.
(f)
Expenses.
Each Party shall be responsible for and shall bear their own fees
and expenses relating to entering in to this Agreement, including
any due diligence investigation.
(g)
Announcements.
The Parties agree to coordinate any announcement of this Agreement,
or disclosure of the terms herein.
(h)
Choice
of Law, Exclusive Jurisdiction and Venue. All matters arising from
or related to this Agreement shall be governed by the laws of the
State of Nevada without application of conflict of law principles.
Any dispute that may arise out of or is related to this Agreement
shall be submitted to the Federal or state courts in or serving
Nevada, and the Parties submit to the jurisdictions of such courts.
Any objection to Clark County, Nevada as the exclusive venue of any
litigation is hereby irrevocably waived.
(i)
Severability.
Any invalidity, in whole or in part, of any provision of this
Agreement shall not affect the validity of any of its other
provisions. If any provision, or part thereof, is deemed by a court
to be invalid or unenforceable, such court shall be empowered to
reform that provision as necessary to be valid and to reflect, as
closely as possible, the intention of the parties underlying the
invalid provision; if the provision cannot be so reformed, then the
invalid portion shall be stricken to the extent necessary to
preserve the validity of the other provisions hereof.
(j)
Waiver.
A waiver of a breach or default under this Agreement shall not be a
waiver of any subsequent breach or default. Failure of either party
to enforce compliance with any term or condition of this Agreement
shall not constitute a waiver of such term or condition then or in
the future.
(k)
Notices.
All notices required under this Agreement shall be deemed effective
when received in writing by either (i) registered mail or certified
mail, return receipt requested and postage pre-paid, (ii) scanned
electronic copy of a signed original exchanged between the
respective representatives of the Parties emailed to the address
below with confirmation of receipt, or (iii) overnight mail that
produces written evidence of delivery addressed to either party at
the address specified below:
If
sent to WESTMŸN:
Attn:
Matthew Grimmer
Grimmer
& Associates, PC
3333
N. Digital Drive, Suite 460
Lehi,
Utah 84043
mgrimmer@grimmerandassociates.com
If
sent to the Company:
Attn:
Annette Raynor
Chief
Operations Officer
Investview
Inc.
745
Hope Road
Eatontown,
NJ 07724
annette@kuveragloba.com
Either
party to this Agreement may change an address relating to it by
notice to the other party in accordance with the provisions of this
paragraph.
(l)
No
Partnership or Joint Venture. This Agreement shall not operate so
as to create or recognize a partnership or joint venture of any
kind between the parties hereto; nor will this Agreement create an
implied fiduciary relationship or duty upon the
Parties.
(m)
Force
Majeure and Other Events. Neither party will be responsible for any
loss or damage to the extent caused directly or indirectly by any
act of God, war, civil disturbance, natural calamity, flood, act or
omission of any exchange, market, utility, communications service,
common carrier, Internet or network access or backbone provider or
information provider, electrical outage or disturbance, brownout or
black-out, delay in mails, malicious third-party action or any
other cause beyond such party’s reasonable
control.
(n)
Attorneys
Fees. The Parties agree that if a dispute arises under this
Agreement the prevailing party in such dispute is entitled to its
attorneys fees and costs in pursuing or defending any claim or
dispute arising under or in connection with this
Agreement.
(o)
Termination
upon Notice of Insolvency. A Party may suspend or terminate this
Agreement immediately if a Party becomes insolvent or unable
generally to pay its debts as they become due, makes an assignment
for the benefit of creditors or applies for or consents to the
appointment of a trustee, custodian, or receiver.
(p)
Voluntary
Termination. Either Party shall have the right to voluntarily
terminate this Agreement at any time during the term of this
Agreement. The Terminating Party must provide the Non-Terminating
Party with notice of intent to terminate.
Notice
shall be provided by the Terminating Party to the
Non-
Terminating
Party according to Section 4(k) of this Agreement. Once proper
notice has been provided, a period of One Hundred Twenty (120)
calendar days (“Notice Period”) shall run before the
term of the Agreement shall be cancelled (“Termination
Date”).
Any
and all existing and valid crypto contracts that originated before
the Termination Date shall survive the termination of the Agreement
and remain with WESTMŸN.
(q)
Entire
Agreement. This Agreement is the entire agreement between the
parties hereto. All prior proposals, understandings, and other
agreements, whether oral or written, between the parties that
relate to this subject matter are hereby superseded and
revoked.
(r)
Amendment.
This Agreement may not be modified or altered except in writing by
an instrument duly executed by both parties. The Parties expressly
agree that they have had a full opportunity to conduct their own
independent due diligence into the other Party and its
representations.
(s)
Counterparts.
This Agreement may be executed in multiple
counterparts.
*** Signature Page Follows
***
IN
WITNESS WHEREOF, the duly authorized officers or representatives of
the Parties have executed this Agreement as of the date set forth
below, intending legally to be bound and for this Agreement to be
effective as of the Effective Date.
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WESTMŸN TECHNOLOGY SERVICES, INC.
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INVESTVIEW, INC.
a Nevada corporation
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BY:
/s/
TRAVIS BOTT
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BY:
/s/ RYAN
SMITH
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Name:
Travis Bott
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Name:
Ryan Smith
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Title:President
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Title:CEO
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Date:
May 1, 2018
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Date:
May 1, 2018
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Exhibit
10.38
WESTMŸN TECHNOLOGY SERVICES, INC.
CAPITAL CRYPTO MINING AGREEMENT
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Agent
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INVESTVIEW, INC., a Nevada corporation and its wholly owned
subsidiary Kuvera LLC
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Customer
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Purchaser of the Mining Package
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Agent Agreement Term
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Five (5) year term plus 1,000 days or the operating lifetime of the
equipment, whichever is greater
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Payout Frequency
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Daily
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Mining Equipment
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GPU Mining Rigs -
Proprietary Configuration
–
described on
Schedule A
attached hereto
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Mining Price
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60% of Retail Package Price
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THIS CAPITAL CRYPTO MINING SALES AGREEMENT, effective as of May 1,
2018 (this “Mining Agreement”), is entered into between
Agent (referenced above) and WestMÿn Technology Services,
Inc., a Delaware corporation having its Registered Office address
located at 3333 N. Digital Drive,
Suite 460, Lehi, Utah 84043 (“WestMÿn”), on the
terms set forth in this Mining Agreement. (Agent and WestMÿn
are collectively herein the “Parties” and individually
referred to herein as a “Party.”)
WHEREAS, WestMÿn currently maintains and operates computing,
colocation and network facilities in Iceland and Romania engaged in
mining cryptocurrencies;
WHEREAS, Agent desires to engage WestMÿn for purpose of mining
cryptocurrencies on its behalf, to include Coins (as defined at
Section 3), and WestMÿn agrees to sell, operate and maintain
the Mining Equipment for the Agent’s Customer for this
purpose in accordance with the terms and conditions set forth
herein.
Customer will pay the purchase price to the Agent and Agent agrees
to pay the Mining Price to WestMÿn, and, in exchange,
WestMÿn agrees to install, provision and reserve the Mining
Equipment in accordance with
Schedule
A
and, commencing upon receipt
of payment (the “Mining Commencement Date”), to sell
the Mining Equipment to Customer in accordance with the terms of
this Mining Agreement for the benefit of Customer. The Agent will
pay the mining price and a provisioning fee.
2.
MINING SALE AGREEMENT VALUATION
WestMÿn represents and warrants that:
(i)
the
Term of this Agreement is at least seventy-five percent (75%) of
the estimated life of the Mining Equipment;
(ii)
the
Mining Price (which is the discounted present value of the monthly
payments during the Term) is at least ninety percent (90%) of the
fair market value of the Mining Equipment, but does not exceed the
Mining Equipment’s fair market value; and
(iii)
the
Mining Equipment is not anticipated to be obsolete at the
conclusion of this Mining Agreement.
3.
MINING TECHNOLOGY OPERATION
WestMÿn agrees that the Mining Equipment is dedicated to
Customer and WestMÿn shall operate and maintain the Mining
Equipment solely for the benefit of Customer and in a manner that
will maximize cryptocurrency (“Coin”) production (the
“Mining Operation Services”), which Coins shall be
mined only for the Customer. Upon such Coin production (the
“Mining Output”), WestMÿn will promptly transfer
all Payouts (as defined below) to the Customer’s designated
Wallet as provided in Section 4 below. The Mining Operation
Services shall include, without limitation:
(i)
maintaining
all Mining Equipment, facilities and relevant supplies in good
working order on behalf of Customer for maximum Mining Output,
including using its best efforts to achieve and maintain the Mining
Power identified above, and shall procure power, backup power,
colocation facilities and such additional equipment and facilities,
at its own cost, as shall be required from time to time in order to
operate the Mining Equipment in
accordance with
Schedule
A
;
(ii)
using
its best efforts to cause the Mining Operation Services to be
conducted 24 hours a day, seven days a week for 365 days each
year;
(iii)
directing
Mining Output to maximize the production of Coins generated by the
Mining Equipment in the form of either Bitcoin or
“Altcoins.” “Altcoins” is a reference to
all cryptocurrencies other than Bitcoin, such as Ethereum or
Litecoin; and
(iv)
paying
for electricity consumption and actual and routine thirdparty
equipment maintenance expenses (“Mining Costs and
Expenses”); however, such Mining Costs and Expenses shall be
paid only from the Mining Output and not owed or due from Customer,
and such Mining Costs and Expenses shall not exceed USD $0.10 -
0.16 kw/h.
WestMÿn shall provide such Mining Operation Services (a) in
accordance with the terms of this Mining Agreement; (b) using
personnel of required skill, experience, and qualifications; (c) in
a timely, workmanlike, and professional manner; and (d) in
accordance with generally recognized industry standards in the
cryptocurrency mining field.
Customers may choose which Coin to mine from the list of available
Coins provided by the Company. Once a Coin is chosen, Customer may
not change the mining option of that Coin, unless the Coin is no
longer profitable. If a Coin mined by a Customer is deemed no
longer profitable, meaning no money is being generated by way of
mining such Coin, and the Customer chooses to change the Coin
mined, there shall be a thirty (30) day grace period in which the
turn over to the new Coin of the Customer’s choice shall
occur. During this thirty (30) day grace period, no mining shall
occur for the Customer.
WestMÿn will utilize Coins generated from Customer’s
Mining Equipment to offset the Mining Costs and Expenses, and then
transmit all remaining Coins (the “Payout”) directly to
Customer via daily deposits to Customer’s wallet as
designated by Customer from time to time in writing
(“Wallet”), which deposit may take up to seventy-two
(72) hours from the date of Coin generation. Payouts may include
multiple types of Coins and WestMÿn reserves the right to
introduce different Altcoins utilizing the Mining Equipment, but in
a manner directed toward maximizing the coin payout to Customer.
WestMÿn reserves the right to make retroactive recalculations
to Customer’s Payouts in the case of any error or to correct
any mistake or discrepancy and shall simultaneously deliver to
Customer a corrected Payout Report detailing such recalculation and
describing the error, mistake or discrepancy, why it occurred and
the steps taken to correct the same. If a recalculation creates a
negative Customer balance, Payouts will resume when the
Customer’s negative balance is overcome.
Agent and Customer acknowledges that the operation of the Mining
Equipment may be impacted by fault, error, malfunction, virus or
other occasions that interrupt such operations. WestMÿn will
use its best efforts to minimize and remedy such interruptions as
soon as possible; however, if mining becomes and remains
unprofitable for twenty-one consecutive days then this Mining
Agreement will be suspended until in WestMÿn’s good
faith judgment mining returns to profitability (the
“Suspension Period”). As soon as reasonably possible,
WestMÿn shall give written notice to Customer regarding the
suspension and stating the number of days the Suspension Period is
expected to continue. During the Suspension Period, Payouts will
also be temporarily stopped, but when mining returns to
profitability, the mining suspension will be lifted. In the event
of a Suspension Period, the Term shall also be suspended and
extended for the same number of days of the Suspension Period, and
upon resumption of mining, the Term will also resume.
Notwithstanding anything to the contrary contained in this Mining
Agreement, WestMÿn guarantees the operation of the Mining
Equipment for at least the Mining Power during the Term, as it may
be extended.
Customer is responsible for maintaining the confidentiality for and
integrity of its Wallet including its access information. Agent
must notify WestMÿn immediately if Customer’s Wallet
address has changed or if there is any other change, loss, fraud or
suspicion about Customer’s Wallet. WestMÿn will not be
held liable for any lost Wallet information or hacked Wallet, nor
any loss arising howsoever as a result including by theft or fraud,
not resulting from or caused by WestMÿn’s breach,
negligence or misconduct.
WestMÿn will not be liable in any amount for failure to
perform any obligation under the terms of this Mining Agreement if
that failure is caused by the occurrence of an event caused by the
Customer, or by a third-party as a result of Customer’s
actions. If any failure of performance by WestMÿn is due to
actions by a governmental entity, this agreement shall enter a
Suspension Period, and WestMÿn at its cost shall take
affirmative action to resolve the Suspension Period, including
through relocating Mining Equipment to another country or
jurisdiction.
To the maximum extent permitted by law, WestMÿn is excluded
from liability for any losses or damages which Customer may suffer,
whether the same are suffered directly or indirectly or are
immediate or consequential, which fall within any of the following
categories: (i) loss of cryptocurrency arising as a result of any
of Customer’s acts or omissions or any acts or omissions of
any third party under the control of Customer; and (ii) loss
arising out of or in connection with any of the
following:
(a)
any
defect or insecurity in any third-party systems used to store or
transmit cryptocurrency;
(b)
any
inaccurate or incomplete information provided by Customer,
including cryptocurrency wallet addresses;
(c)
any
changes to the regulatory, legislative or technical environment
applicable to cryptocurrencies;
(d)
the acts or omissions of any bank or provider of
banking services; or (e)
any change in the value of
cryptocurrency.
WestMÿn does not offer any legal, financial, insurance, tax,
investment or associated advice. No third-party may claim to be an
intended beneficiary of this Mining Lease. WestMÿn shall not
be responsible for any damage, harm or loss to any third-party
(non-party to this Mining Agreement), including any loss, harm, or
damages resulting from Customer’s use, resale, sublease or
letting of Customer’s Mining Agreement.
WestMÿn warrants to Agent and Customer that: (a) WestMÿn
is a corporation duly organized, validly existing and in good
standing under the laws of Delaware (b) WestMÿn has the right
to enter into this Mining Agreement, to grant the rights granted
herein and to perform fully all of its obligations in this Mining
Agreement; (c) WestMÿn is entering into this Mining Agreement
with Customer and the sale of the Mining Equipment to Customer and
its performance of the Mining Operation Services do not and will
not conflict with or result in any breach or default under any
other agreement to which WestMÿn is subject; (d) WestMÿn
has the required skill, experience and qualifications to perform
the Mining Operation Services, WestMÿn shall perform such
services in a professional and workmanlike manner in accordance
with generally recognized industry standards for similar services
and WestMÿn shall devote sufficient resources to ensure that
such services are performed in a timely and reliable manner; (e)
WestMÿn shall perform the Mining Operation Services in
compliance with all applicable federal, state and local laws and
regulations; and (f) WestMÿn is not aware of any claims,
proceedings, notices that could have an adverse impact on its
business or the equipment.
WestMÿn acknowledges that it will have access to information
that is treated as confidential and proprietary by Agent and
Customer, including, without limitation, the existence and terms of
this Mining Agreement, technology, account and wallet information,
investments, strategies, financial information, in each case
whether spoken, written, printed, electronic or in any other form
or medium (collectively, the “Confidential
Information”). WestMÿn agrees to treat all
Confidential
Information as strictly confidential, not to disclose Confidential
Information or permit it to be disclosed, in whole or part, to any
third party without the prior written consent of Customer in each
instance, and not to use any Confidential Information for any
purpose except as required in the performance of its obligations
under this Mining Agreement. WestMÿn shall notify Customer
immediately in the event WestMÿn becomes aware of any loss or
disclosure of any Confidential Information.
WestMÿn shall maintain consistently applied, accurate, and
complete books, records, and other documents (including computer
files) to document the amount and calculations of, as applicable,
hash power performance, gross Coins generated, Mining Costs and
Expenses, and Payouts during the Term of this Mining Agreement.
During the Term, on reasonable request and during regular business
hours, Customer may at its own expense reasonably inspect, or have
its representatives inspect, the Mining Equipment and audit
WestMÿn’s books, records, and other documents as
necessary to verify compliance with the terms and conditions of
this Mining Agreement.
(a)
This
Mining Agreement is subject to statutory and common-law consumer
rights and will not limit any rights Customer might have that
cannot be excluded under applicable law. These terms exclude and
therefore do not in any way limit WestMÿn’s liability
for negligence or representations or for any statutory liability
not capable of limitation.
(b)
Sections
8, 9, 10, 11, 13, and 15 of this Mining Agreement will survive the
expiration or earlier termination of this Agreement, as well as any
other provision that, in order to give proper effect to its intent,
should survive such expiration or termination, will survive the
expiration or earlier termination of this Mining Agreement for the
period specified therein, or if nothing is specified for a period
of 24 months after such expiration or termination.
(c)
These
terms constitute the entire agreement between WestMÿn
and
Customer, to the exclusion of any other terms. Either Party’s
failure to enforce any term does not constitute such Party’s
waiver of that term.
(d)
WestMÿn
represents and warrants that its activities and operations comply
with the laws of Romania and Iceland and those jurisdictions where
the Mining Equipment is located and where WestMÿn is
operating; but WestMÿn makes no representations or warranties
as to whether WestMÿn’s services comply with the laws of
any jurisdiction Agnet may engage in the resale, sublease or
letting of Agent/Customer Mining rights.
(e)
Each
Party agrees to use commercially reasonable efforts to not violate
(i) any applicable anti-terrorism laws or (ii) engage in any
transaction, investment, undertaking or activity that conceals the
identity, source or destination of the proceeds from any category
of prohibited money-laundering offenses or (iii) permit any of its
respective affiliates to violate these laws or engage in these
actions.
(f)
Except
to the extent that, and only during that period, where WestMÿn
holds the Mining Price prior to applying such funds to mining
operations under this Mining Agreement (based on the number of days
remaining under the Term), no fiduciary relationship is formed by
or through this Agreement.
(g)
These
terms are subject to and interpreted in accordance with the laws of
Nevada. In the case of a conflict between translations of this
Mining Agreement, the English version will prevail.
(h)
In
the event of any dispute arising out of or in connection with this
Mining Agreement, the president or vice president of each Party
shall first attempt to resolve such matter within fifteen (15)
business days following the date a written notice of the dispute is
made by any Party. If the Parties are unable to resolve the dispute
within the foregoing time period, the matter shall be mediated (the
“Mediation”) within thirty (30) business days from the
date a written request for mediation is made by any Party. The
Mediation shall take place in either the State of Nevada or the
location of Agent’s domicile (as designated by Agent) if
brought by WestMÿn, in Nevada if brought by Agent, and shall
be in English. The Mediation shall be conducted before a single
mediator to be agreed upon by the Parties. If the Parties cannot
agree on the mediator, each party shall select a mediator and such
mediators shall together unanimously select a neutral mediator who
will conduct the Mediation. Each Party shall bear the fees and
expenses of its mediator and all the Parties shall equally bear the
fees and expenses of the final mediator. The decision of the
mediator shall be nonbinding, unless the parties mutually agree
that such decision shall be final and binding. If the dispute has
not been resolved through the Mediation, such matter shall be
submitted to the JAMS and shall be finally settled under the Rules
of Arbitration of JAMS by one or more arbitrators appointed in
accordance with the said rules. The arbitration shall take place in
Nevada if brought by WestMÿn and in the State of Nevada if
brought by Agent.
(i)
All
notices, requests, consents, claims, demands, waivers and other
communications hereunder (each, a “Notice”) shall be in
writing and addressed to the other Party at its address set forth
above (or to such other address that may be designated by the
receiving party from time to time in accordance with this section).
All Notices shall be delivered by personal delivery, nationally
recognized overnight courier (with all fees pre-paid), facsimile
(with confirmation of transmission) or certified or registered mail
(in each case, return receipt requested, postage prepaid). Except
as otherwise provided in this Mining Agreement, a Notice is
effective only if (a) the receiving party has received the Notice
and (b) the party giving the Notice has complied with the
requirements of this Section.
“Cryptocurrencies” refers to distributed, decentralized
peer-to-peer digital currencies; and, actions with cryptocurrencies
carry inherent risks.
Cryptocurrencies are uninsured, unregulated and decentralized, and
the value of any mining agreement or any amount of any
cryptocurrency is subject to change due to fluctuating market
prices.
No Party shall be liable for any delay or failure to perform its
obligations if such failure or delay is due to Force Majeure.
“Force Majeure” includes delay or failure resulting
from any cause reasonably beyond a Party’s control, including
(i) act of God, (ii) labor stoppages or other industrial
disturbances, (iii) systemic electrical, telecommunications, or
other utility failures, (iv) earthquakes, flood, fire or explosion,
(v) blockages, embargoes, riots or orders of government, and (vi)
acts of terrorism or war. Any delay or stoppage in mining
activities resulting from Force Majeure shall be treated as a
Suspension Period, and the Term shall be extended
accordingly.
If Customer materially interferes with any of WestMÿn’s
operations and Customer fails to remedy such interference within
thirty (30) business days after receipt of notice by WestMÿn,
WestMÿn reserves the right to immediately return the prorata
portion of Customer’s Mining Price, calculated by dividing
the Mining Price by percentage of Agreement Term days remaining. If
(i) WestMÿn breaches, or fails or refuses to perform under,
this Mining Agreement, or (ii) if there is any suspension in mining
operations for sixty (60) days for any reason, Customer may demand
that WestMÿn immediately return to Customer its pro-rata
portion of the Mining Price, calculated by dividing the Mining
Price by percentage of Agreement Term days remaining.
Both Agent and WestMÿn shall have the right to voluntarily
terminate this Agreement at any time during the term of this
Agreement. The Terminating Party must provide the Non-Terminating
Party with notice of intent to terminate. Notice shall be provided
by the Terminating Party to the Non-Terminating Party according to
Section 11(i) of this Agreement. Once proper notice has been
provided, a period of One Hundred Twenty (120) calendar days
(“Notice Period”) shall run before the term of the
Agreement shall be cancelled (“Termination
Date”).
Any and all existing and valid crypto contracts that originated
before the Termination Date shall survive the termination of the
Agreement and remain with
WESTMŸN.
15.
AMENDMENT, ASSIGNMENT, AND FORUM SELECTION
(a)
The
Parties may not assign any rights or obligations under this Mining
Agreement; except, however, Agent has the right to sell the Mining
Equipment and services to their Customer.
(b)
Each
party agrees that the dispute resolution provisions contained in
Section 11 are valid and binding and provide the exclusive dispute
resolution mechanism between the Parties. Notwithstanding the
foregoing, to the extent consistent with Section 11, if it is
necessary that any matter become the subject of court proceedings,
each Party agrees to submit to reciprocal jurisdictions as follows:
in the event of a dispute under this Mining Agreement (a) if Agent
asserts a claim against WestMÿn then the Parties stipulate and
waive any objection to proceeding in Nevada as their exclusive
forum; however, (b) if WestMÿn asserts a claim against Agent,
then the Parties stipulate and waive any objection to proceeding in
either the State of Nevada or the location of Agent’s
domicile (as designated by Agent) as the exclusive
forum.
(c)
This
Mining Agreement is to be interpreted so that it complies with all
applicable laws and if any provision does not comply then it must
be read down so as to give it as much effect as possible however,
if it is not possible to give that provision any effect at all then
it is to be severed from this Mining Agreement in which case the
remainder of this Mining Agreement will continue to have full force
and effect.
(d)
This
is the entire agreement between the parties as to their subject
matter and supersedes all prior or inconsistent statements or
representations as to that subject matter and may only be modified
or amended in writing signed by all Parties.
*** signature page follows ***
IN WITNESS hereof, the Parties to this Mining Agreement have caused
this Mining Agreement to be executed as of the date first written
above by their duly authorized respective
representatives
|
Lessor:
WESTMŸN TECHNOLOGY SERVICES, INC.
|
Agent:
INVESTVIEW, INC. and
Kuvera LLC (subsidiary)
|
|
By:
/s/ TRAVIS BOTT
Travis E.
Bott, Director
|
By:
/S/ RYAN
SMITH
Ryan
Smith, CEO
|
Schedule A
Description
of Mining Equipment
AMD RX
GPUs 1000 to 1250 W
1
Mining Rig consists of the following components:
6x GPU
Cards
1x
Motherboard
1x
CPU
1x
RAM
1x
SSD
1x
Power Supply Unit
1x GPU
Frame and Risers