QUASA Token Sale Agreement

Consumer notice: this QUASA Token Sale Agreement is not an offer of securities or a collective investment scheme, nor does it require registration with or approval from the Monetary Authority of Singapore. You are advised to read this document carefully and in full.

Posted: December 10, 2018

Last Updated: December 10, 2018

1. Introduction of the QUASA Platform and the features of the QuasaCoin digital token

Quasa International GmbH, a company existing under the laws of Germany, welcomes You (hereinafter the “User”) to use QUASA’s smart contract deployed in Ethereum decentralized platform (hereinafter “QUASA Smart-Contract”) in accordance with the terms of this QUASA Token Sale Agreement.

The name of the company: Quasa International GmbH
The Company has its registered seat in Frankfurt am Main
The national business address of Quasa International GmbH is: Mainzer Landstraße 69, 60329 Frankfurt am Main, Deutschland

The QUASA Platform is an online blockchain platform for cargo transportation, which shall provide to the User:

  1. compare rates online,
  2. in search of the most beneficial offer;
  3. find out the final rate for any transport;
  4. Track your online traffic in your account
  5. order any freight online.
  6. guarantee minimum freight rates

Carry cargo

The fee for the services and goods listed above will be set by the QUASA and carried out in digital tokens - ‘QuasaCoins’ (hereinafter ‘QUA’ or ‘the QuasaCoin digital token’). The QuasaCoin digital token is created according to the ERC20 specifications of the Ethereum blockchain. The QuasaCoin digital token is developed to organize the interaction of an ecosystem of the participants in the QUASA Platform, including but not limited to Cargo owners, schippers, carriers.

The QuasaCoin digital token is a cryptographically secured representation of a token-holder's rights to obtain in future the services and goods through the Quasa Platform, which only a token-holder may purchase for the QUA.

The User acknowledges, understands and agrees that ownership of the QuasaCoins does not grant the User the right to receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the QUASA, or QUASA Platform, or any other QUASA’s property or any part of it.

The User is aware of the merits, risks and any restrictions associated with digital tokens, cryptocurrencies and Blockchain-technologies, including but not limited to: (i) Risk of Losing Access to Tokens Due to Loss of Private Key(s), If a private key (s) is lost, the user will not be able to access tokens. (ii) Risks Associated with the Ethereum Platform Protocol, Possible destabilization of the Ethereum protocol, which can lead to loss of access to all data and tokens. (iii) Risk of Hacking and Security Weaknesses, In case of inadequate security and hacking, the user will lose access to tokens. (iv) Risk of Uninsured Losses, the user will not be able to access tokens (v) Risks Associated with Uncertain Regulations and Enforcement Actions, the user will not be able to access tokens.

Based on the famous Howey test the QuasaCoin digital tokens should not be deemed as securities or a collective investment scheme:

  1. the QUASA digital tokens do not grant to the User any voting or ownership rights;
  2. the QuasaCoin digital tokens do not grant to the User any return on investment;
  3. the QuasaCoin digital tokens do not grant to the User any profit and passive income from the ownership of the QuasaCoin digital tokens.

Therefore, the QuasaCoin digital tokens are not securities and are not registered with any government entity as a security, and shall not be considered as such.

The User may purchase the QuasaCoin digital token through the Initial Coin offering (hereinafter ‘ICO’) during the period of the ICO from 29/11/2017 to hard cap (hereinafter ‘ICO Period’) in accordance with this QUASA Token Sale Agreement.

The soft cap is 1000 ETH, the hard cap is 15623 ETH.

The specified ICO period consists of three stages: a secret round, a preICO, and an ICO

The secret stage was held from 29/11/2017 to 15/01/2018, soft cap - 290 ETH, hard cap 300 ETH. Reached hard cap, collected 300.79 ETH.

The PreICO stage was conducted from 15/01/2018 to 15/02/2018, soft cap - 590 ETH, hard cap - 600 ETH. Achieved hard cap, 603.10 ETH collected

The ICO stage takes place from 15/02/2018 to hard cap. Soft cap on the date of 10/15/2018 reached.

By purchasing the QuasaCoin digital tokens the User expressly acknowledge and assume these risks. If you have any questions regarding this information or regarding this QUASA Token Sale Agreement, please contact us at quasagroup@gmail.com.

2. QUASA Offer

This QUASA Token Sale Agreement constitutes an offer to conclude the agreement for purchase and use of the QuasaCoin digital tokens under the conditions stated below (the QUASA Offer for purchase and use of the QuasaCoin digital tokens) and can be accepted by any person (with the exception of the user specified in Article 7 of the QUASA Token Sale Agreement) not otherwise than by adherence to the entire this QUASA Token Sale Agreement, including the conditions of its applications, which are deemed to be its integral part.

This QUASA Token Sale Agreement includes and hereby incorporates by reference the following applications: The QUASA Whitepaper located at https://www.quasa.io/whitepaper, collectively, with this this QUASA Token Sale Agreement, “the QUASA Token Sale Agreement”.

The information contained in the Whitepaper and on the website are of descriptive nature only, are not binding and do – unless explicitly referred to herein – not form part of this QUASA Token Sale Agreement as set forth below.

The QUASA may, in its sole discretion, amend the QUASA Token Sale Agreement at any time by posting a revised version on the site at https://www.quasa.io

Any revisions to the QUASA Token Sale Agreement will take effect on the noted effective date or when posted if there is no noted effective date (each, as applicable, the “Effective Date”). If the change includes an increase of the fees charged by the QUASA, such change would take effect after five (5) days after it was posted.

3. User’s Acceptance

To become a party of the QUASA Token Sale Agreement, which means the acceptance of the QUASA Offer for purchase and use of the QuasaCoin digital token under the conditions stated below, the User shall purchase any amount of the QuasaCoin digital tokens in accordance with the technical recommendations of the QUASA, published at https://www.quasa.io

By purchasing the QuasaCoin digital tokens in accordance with the technical recommendations the User acknowledges and agrees that fully and unconditionally accepts the QUASA Offer for purchase and use of the QuasaCoin digital tokens under the conditions stated in the QUASA Token Sale Agreement, without any reservation or exception.

The moment when the QUASA Token Sale Agreement is concluded (the acceptance of the QUASA Offer for purchase and use of the QuasaCoin digital token), shall be the moment of the first purchase of the QuasaCoin digital token by the User.

If you do not agree to all of the terms of the QUASA Token Sale Agreement, You may not purchase any amount of the QuasaCoin digital tokens.

4. The User’s Digital signature

After registration on the website https://www.quasa.io the User receives a Login and Password to access the QUASA Platform.

By using the Login and Password the User confirms the formation of his or her User’s Electronic signature, and the information in electronic form, signed by the User using the Electronic signature (using his or her Login and Password), shall be accepted by the User and the QUASA to be an electronic document equal to a paper document signed by a handwritten signature.

All actions carried out with the use of Login and Password of the user (Electronic signature), considered to be executed by the User.

User’s account registration constitutes an acknowledgement that User is able to electronically receive, download, and print the QUASA Token Sale Agreement and any amendments.

5. The QUASA Token Sale Agreement Grants

The QUASA shall grant to the User an opportunity to use the QuasaCoin digital tokens to make various internal payments through the QUASA Platform.

The smart-contract of the QUASA Platform requires the QuasaCoin digital tokens for its work. Only the owner of the QuasaCoin digital tokens may purchase the services of the QUASA Platform.

6. The QUASA Token Sale Agreement Grant Restrictions

User shall not, and shall not allow any third party to:

  1. insert into the QUASA Platform, the QUASA smart-contract and the QuasaCoin digital token any viruses, worms, date bombs, time bombs, or other code that is specifically designed to harm the use of the QUASA Platform, the QUASA smart-contract and the QuasaCoin digital token to cease operating, or to damage, interrupt, or interfere with any end user data;
  2. use the QuasaCoin digital tokens for of illegal or unlawful actions or other unauthorized purposes;
  3. exceed the scope of any license granted to User hereunder.

7. Representations and Warranties

By purchasing the QuasaCoin digital tokens, the User represents and warrants that:

  1. the User have read and understand the QUASA Token Sale Agreement in full;
  2. the User have read and understand the QUASA Whitepaper in full;
  3. the User fully understands, realizes and agrees with the information about the functionality, usage, storage, transmission mechanisms and other material ccharacteristics of the QuasaCoin digital tokens, blockchain technology, blockchain-based software systems and their risks, and appreciates the risks and implications of purchasing the QuasaCoin digital tokens;
  4. the User fully understands, realizes and agrees that the QuasaCoin digital tokens are created on a blockchain and are designed to be used to make various internal payments through the QUASA Platform and it does not grant to the User any voting or ownership rights, any return on investment or any profit and passive income from the ownership of the QuasaCoin digital tokens;
  5. the User will not forge, or otherwise manipulate any personal or non-personal data requested by the QUASA in the process of the User’s registration (will not use the VPN or other means of distorting the data), or after its completion, will provide all necessary personal or non-personal data in the form and format requested by the QUASA in the event when such necessity arises in connection within the requirements of anti-money laundering and "Know Your Customer" (KYC) frameworks of the QUASA or in accordance with the applicable law.
  6. the User’s purchase of the QuasaCoin digital tokens complies with applicable laws and regulations in the User’s jurisdiction;
  7. the User is not a citizen or resident of a geographic area in which access to or use of the cryptocurrency or digital tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act; the User is not a citizen or resident of, or located in United States, and do not have a primary residence or domicile in the United States; the User is not a citizen or resident of, or located in Singapore, and do not have a primary residence or domicile in Singapore; the User is not a citizen or resident of, or located in China, and do not have a primary residence or domicile in China; the User is not a citizen or resident of, or located in South Korea, and do not have a primary residence or domicile in South Korea
  8. the User do not intend to hinder, delay or defraud the QUASA or any other users of the QUASA Platform or engage in any illegal conduct and or unlawful activity in relation to money laundering, receiving the proceeds of drug trafficking or terrorist activities; receiving the proceeds of criminal activities, terrorist activities or trading with such countries as might from time to time be subject to any embargo imposed by the Security Council of the United Nations, the European Union, or Singapore or in any place of the world.

8. Purchasing of the QuasaCoin digital tokens

The User may purchase the QuasaCoin digital token in return for an opportunities to obtain in future the services and goods listed above through the QUASA Platform.

In order to purchase the QuasaCoin digital tokens the User must comply with the requirements of Article 7 of the QUASA Token Sale Agreement.

The QUASA shall reserve the right to refuse selling the QuasaCoin digital token to anyone who does not meet criteria necessary for their buying, as set out hereunder or by the applicable law.

The QuasaCoin digital tokens shall be issued in a limited number. All the QuasaCoin digital tokens shall be of equal functionality.

The User may purchase the QuasaCoin digital tokens during the ICO Period by exchanging ethers (ETH) or Bitcoins (BTC) for the QuasaCoin digital tokens at the exchange rate 1ETH per 3 000 QuasaCoin digital tokens, and other bonuses may be applied in accordance with the rules of the QUASA Whitepaper.

9. Taxes

The User shall pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to the transactions under the QUASA Token Sale Agreement.

10. Trademark License and Use

The User acknowledges and agrees that the QUASA’s Trademarks are owned solely by the QUASA, and agrees to use the QUASA’s Trademarks only in the form and manner prescribed by the QUASA. The QUASA acknowledges that all the User’s Trademarks are owned solely by the User, and agrees to use the User’s Trademarks only in the form and manner prescribed by the User.

11. Trademark Restrictions

The User shall not remove, modify, adapt, or prepare derivative works of any QUASA’s Trademarks, QUASA’s copyright notices, or other QUASA’s proprietary rights notices.

12. Proprietary rights

The QUASA Token Sale Agreement does not convey the title or ownership of the QUASA Platform, the QUASA smart-contract from the QUASA to the User but instead gives the User only the limited rights and abilities to use the QuasaCoin digital tokens as set forth above. The QUASA reserves all rights not expressly granted by the QUASA Token Sale Agreement.

The User acknowledges and agrees that QUASA Platform and its source code form, all enhancements, corrections and modifications to the QUASA Platform, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the QUASA Platform, are and shall remain the sole and exclusive property of the QUASA.

13. Liability

The QUASA Platform and the QuasaCoin digital tokens are provided «as is».

The User acknowledges and agrees that the QUASA Platform and the QuasaCoin digital tokens may contain bugs or minor mistakes, which the QUASA promises to correct if possible.

In case of the Users’ violation his obligations under Article 7 of the QUASA Token Sale Agreement, and the QUASA reserves the right to
(i) terminate the User’s Account, the QUASA will notify users in case of termination and specify the reason for such termination
(ii) demand full compensation from the User for losses caused by every violation;
(iii) bring a case before a court if the compensation doesn't cover the QUASA’s loss;
(iv) release the information relating to the User’s identity and location to any authorized officer in accordance with the applicable law.

Nevertheless, the Parties shall be responsible for compliance with the terms of the QUASA Token Sale Agreement, for fulfillment of the User’s commitments and guarantees in the manner and in the amount prescribed by the QUASA Token Sale Agreement, in particular:

  1. In case of filing accusations, claims or lawsuits to the QUASA related to non-compliance by the User of the QUASA Token Sale Agreement and/or engagements entered by the User during the participation of the ICO, the User agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the QUASA documented proven losses, court fees, legal costs, incurred in connection with the refusal of the User or untimely fulfillment of his obligations by the User.
  2. In case of filing accusations, claims or lawsuits against the QUASA, related to non-compliance by the User with exclusive rights or other rights of third parties, the User agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate the QUASA documented proven losses, court fees, legal costs, incurred in connection with the refusal of the User or untimely fulfillment of his obligations by the User.
  3. In case of the Users’ violation his obligations under Article 7 of the QUASA Token Sale Agreement, the QUASA reserves the right to (i) terminate the User’s Account, (ii) demand full compensation from the User for losses caused by every violation; (iii) bring a case before a court if the compensation doesn't cover the QUASA’s loss; (iv) release the information relating to the User’s identity and location to any authorized officer in accordance with the applicable law.

14. The QUASA Token Sale Agreement term & termination

The QUASA Token Sale Agreement between the QUASA and the User shall commence upon acceptance by User of all the terms of the QUASA Token Sale Agreement by clicking the purchase button or by purchasing any amount of the QuasaCoin digital tokens and using any part of the QUASA smart-contract and the QUASA Platform, and shall continue until terminated in accordance with the terms of the QUASA Token Sale Agreement.

The QUASA shall have the right at its sole discretion and without any prior written notice terminate the QUASA Token Sale Agreement if:

  1. the User provided invalid data to complete the registration process;
  2. the User failed to comply with the requirements of Article 7 of the QUASA Token Sale Agreement;
  3. the User failed to comply with the other terms and conditions of the QUASA Token Sale Agreement.

Upon termination of the QUASA Token Sale Agreement, for whatever reason, all licenses granted by the QUASA to the User under the QUASA Token Sale Agreement, User’ Account, User’s QuasaCoin digital tokens shall be immediately terminate without any data restoration.

Upon termination of the QUASA Token Sale Agreement, each party will remain liable to the other for any amounts due and owing to the other party as of the date of termination, and such obligation to pay shall survive any termination of the QUASA Token Sale Agreement.

15. Miscellaneous

Notices: Any notice or other communication under the Quasa Token Sale Agreement shall be in writing and shall be considered given and received when sent by email: quasagroup@gmail.com

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Contract. All previous agreements, discussions, presentations, warranties, and conditions are combined in this document. There are no warranties, representations, conditions, or agreements, express or implied, between the parties, except those explicitly stated in this Agreement.

Competent law and jurisdiction: the laws of Germany govern the QUASA Token Sale Agreement and the relationship between the Parties. Any disputes and disagreements arising from the QUASA Token Sale Agreement will be settled by negotiations between the Parties. If the Parties fail to reach an agreement, the disputes shall be settled in accordance with the legislation Germany.

Severability: If any provision of the QUASA Token Sale Agreement is held by any court of competent jurisdiction to be illegal, null or void, all the remaining provisions of the QUASA Token Sale Agreement shall remain in full force and effect.