BQX Creation Project Governance Terms & Conditions

Underlying Principals
This is an agreement between you (“Participant”) and Bitquence PTE, a Singapore Company (“Bitquence”) for the Bitquence Token (“BQX”) and Platform Development (“Bitquence Project”)

 

1   By transferring Ether (ETH) or other accepted ERC20 tokens to the Smart Contract System and having the Smart Contract System creating Bitquence Tokens (“BQX”), the Participant hereby understands and accepts that they making a contribution into a Smart Contract System for the development of the Bitquence Project. For further information on the Bitquence Project, visit: www.bitquence.com The information contained on the website are of a descriptive nature only, are not binding and do not – unless explicitly referred to herein –form part of the Terms as set forth under para. 4 below.

2   Participant understands and accepts that while the individuals and entities associated with the Bitquence project, including Bitquence legal entities (“Bitquence PTE” hereinafter “Bitquence”), assigned to this task will make reasonable efforts to develop and complete the Bitquence Project, it is possible that such development may fail and Participant’s BQX become useless and/or valueless due to technical, commercial, regulatory or any other reasons (see also Chapter 5 regarding Risks).

3   The Participant is also aware of the risk that even if all or parts of the Bitquence Project are successfully developed and released in full or in parts, due to a lack of public interest, the Bitquence Project could be fully or partially abandoned, remain commercially unsuccessful or shut down for lack of interest, regulatory or other reasons. The Participant therefore understands and accepts that the transfer of ETH or other ERC20 tokens to the Smart Contract System and the creation of BQX by the Smart Contract System carry significant financial, regulatory and/or reputational risks (including the complete loss of value of created BQX if any, and attributed features of the Bitquence Project.

4   The Participant furthermore understands and accepts that – as the creation of BQX as well as the assignment of the execution of the Bitquence Project are smart contract based – the terms and conditions applicable thereon are set forth in the Smart Contract System Code, consisting of multiple interconnected software codes, existing on the Ethereum blockchain at as set forth on the website www.bitquence.com To the extent the terms contained herein or in any other document or communication contradict to the ones set forth in the Smart Contract System, the terms of the Smart Contract System prevail. Furthermore, neither this document nor any other document or communication may modify or add any additional obligations to Bitquence or publisher of these terms or developer of the Smart Contract System and/or any other person, entity and/or affiliates involved with the deployment of the Smart Contract System and the setting up of the Bitquence Project beyond those set forth in the Smart Contract System.

5   The Participant furthermore understands that Bitquence is relying on the technical infrastructure of Ethereum and ERC20, but does not warrant or represent the quality or integrity or security of the Ethererum ERC20 system, software or standards. By transferring ETH or other ERC20 tokens to the Smart Contract System, the Participant expressly agrees to all of the terms and conditions set forth in Smart Contract System Code existing on the Ethereum blockchain (“Terms”) The Participant further confirms to have carefully reviewed the Smart Contract System Code, its functions and the terms and conditions set forth in this document and to fully understand the risks and costs of creating BQX and contributing into a Smart Contract System for the development of the Bitquence Project.

6   This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction. It is a description of the functionality of a Smart Contract System.

7   By transferring ETH or other ERC20 tokens to the Smart Contract System and/or receiving BQX, no form of partnership, joint venture or any similar relationship between the Participants and Bitquence and/or other individuals or entities involved with the deployment of the Smart Contract System and the setting up of the Bitquence Project is created.

8   The contribution into the Smart Contract System will not involve any Fiat currencies and will strictly be done in Ethereum cryptocurrency (ETH).

9   This offering is not available to citizens of the United States or Singapore unless explicit exception has been made in writing by Bitquence Projects.

BQX Creation Function & Contribution

9   Accepted ERC20 token: The Smart Contract System accepts contributions of the following token: ETH (“Contribution Tokens”).

10   Token Pools: During the Creation Period, an open amount of BQX is planned to be created by the Smart Contract System, all of equal value and functionality, however, divided by the Smart Contract System into four different pools.

  • Pool A consisting of 30% of the total amount of BQX, intended to be created by the Smart Contract System during the Creation Period for public backers and early contributors, together defined as Participants participating in BQX Token Sale;
  • Pool B of 10% of total amount of BQX, intended to be created by the Smart Contract System at the end of Creation Period for the purpose: If Creation Period has ended, the Smart Contract System allocates the 100% of Pool B to founders of the Bitquence Project. Pool B BQX will be locked and not transferable for 3 months, starting at the end of the Creation Period. For avoidance of doubt, public backers and early contributors as defined in Pool A are not considered Founders;
  • Pool C consisting of 40% of the total amount of BQX, intended to be created by the Smart Contract System at the end of Creation Period: If Creation Period has ended, the Smart Contract System allocates the Pool C BQX to a legal entity assigned by Bitquence. Pool C will be locked and not transferable for 3 months, starting at the end of the creation period.
  • Pool D consisting of 15% of the total amount of BQX, intended to be created by the Smart Contract System at the end of Creation Period: If Creation Period has ended, the Smart Contract System allocates the Pool D BQX to a legal entity assigned by Bitquence. Pool D will be paid out to employees and advisors of Bitquence Project (see below para 23). Advisors are nominated at the sole discretion of Bitquence;
  • Pool E consisting of 5% of the total amount of BQX, intended to be created by the Smart Contract System at the end of Creation Period. This pool will allocate rewards to people who participated in the referrals and bounty programs for the token sale.

11   Minimum and Target Contribution Quantity: The Minimum Target Contribution Quantity is 5,000, contributed in ETH. The Target Contribution Quantity is 40,000 contributed in ETH. Only contributions made in ETH will be allowed. If during the 30-day Creation Period, the Target Contribution Amount has been reached, the Creation Period will last a final 72 hours as detailed in para 14. Each BQX will have the same functions implemented.

12   Maximum Contribution Quantity: The Maximum Contribution Quantity is 150,000 in ETH. Only contribution made in ETH will be allowed. If during the 72 Hour Extension Period, the Maximal Contribution Amount has been reached, the Creation Period will automatically end. Each BQX will have the same functions implemented.

13   Creation Period: The Creation Period starts with the deployment of the Smart Contract System and the initiation of its start function (“Start of the Creation Period”) and lasts for a maximal duration of 30 days (Maximal Duration Of Creation Period, unless extended by the 72 Hour Extension Period according to para. 14 or reduced if the Maximum Contribution Quantity has been reached according to para. 12).

14   72 Hour Extension Period: If ETH contributions in the quantity of 40,000ETH have been made, the Creation Period shall last an additional 72 hours (even if thereby extending or reducing the duration of the Creation Period) and then automatically terminate. If within these 72 hours, ETH contributions total 150,000ETH, the 72 hour period will end and the Creation Period will finish.

Minimal / Maximal contribution amounts per Participant: No minimal or maximal contribution amounts per Participant are inbuilt in the Smart Contract System.

15   Activation Threshold: If contributions in ETH amount to a quantity lower than 5,000 ETH (without any Contributions in any Token other than ETH), have been made during the Creation Period (Activation Threshold), the project is considered to have failed and each Participant will have the ability to initiate the transfer of the respective amount of Contribution Tokens submitted to the Smart Contract System from the Smart Contract System’s address back to the address used to transfer the Contribution Tokens to the Smart Contract System.

16   Creation and Allocation of BQX: The creation and allocation of BQX of Pool A by the Smart Contract System are initiated by the Participant sending an amount of Contribution Tokens to the Smart Contract System, located on the Ethereum blockchain at the addresses set forth under para 4, which triggers a smart contract operation. The Smart Contract System creates and allocates the corresponding BQX to the Participant’s wallet address, in an amount calculated according to para 23 hereinafter, from where the Contribution Tokens were sent from. Participant therefore shall assure to make his contribution using an address to which the Smart Contract System can send back ETH and/or BQX to (e.g. not an address of a currency exchange or other provider such as Coinbase). Issuance of BQX (meaning that respective entries of the Public Key (PUK) of Participant) are made by the Smart Contract System on the blockchain according to the allocation information in the Smart Contract System.

17   Bitquence Services: Participants with large contributions may be entitled to certain benefits on the Bitquence platform. These benefits are subject to availability in the respective jurisdictions and fulfilment of applicable regulatory and compliance conditions. Nevertheless, the Participant understands and accepts, that paras 2,3 and 19 prevail.

18 No Refund: The Participant understands and accepts that all contributions / purchases of BQX are final and may not be reversed. Contributions of Contribution Tokens and purchases of BQX are non-refundable. By purchasing BQX, the Participant acknowledges that he has no right to request a refund for any reason, and that the Participant will not receive money or other compensation for any BQX that is not used or remains unused.

19 Assure to use the original Smart Contracts: Only the Smart Contract(s) existing at the addresses set forth under para 4 will issue BQX during the Creation Periods. Access to this Smart Contract will be available through the Bitquence website at www.bitquence.com/tokensale to the extent that any third-party website, service or smart-contracts offers BQX during the Creation Periods or facilitates the sale or transfer of BQX in any way during the Creation Periods or at any time up to the release of the Genesis Block, such third-party websites or services are, unless explicitly mentioned on the Bitquence website at www.bitquence.com, not authorised by Bitquence and have no relationship in any way with Bitquence.

20 Transferability of BQX during the Creation Period: Any and all BQX will be locked, and are therefore not transferable, until Creation Period has ended as set forth in the Smart Contract System. After the end of the Token Sale, all BQX in Pool A will become tradable. For avoidance of doubt, all BQX in Pools B, C, D and E will not be tradable for a period of 3 months since the Token Creation Date.

Pricing

21   Creation Rate: The Creation Rate during Creation Period for each BQX of Pool A will be divided into different levels according to the already made contributions. The quantity of ETH already contributed defines the applicable level. Only Contributions received in ETH will be allowed.

The levels will be defined as follows:

Level 1: ETH pool of ETH 0-4999: The exchange rate will be 5000 BQX per 1 ETH

Level 2: ETH pool of ETH 5’000-9999: The exchange rate will be 4600 BQX per 1 ETH

Level 3: ETH pool of ETH 10,000-14,999: The exchange rate will be 4200 BQX per 1 ETH

Level 4: ETH pool of ETH 15,000-19,999: The exchange rate will be 3500 BQX per 1 ETH

Level 5: ETH pool of ETH 20,000-39,999: The exchange rate will be 3175 BQX per 1 ETH

Level 6: ETH pool of ETH 40,000-150,000: The exchange rate will be 1363 BQX per 1 ETH

Possible Final 72 hour period: 1363 BQX per 1 ETH

If an individual contribution exceeds a level, then the conditions of the lower level apply for the entire contribution. The first Contribution Token contributed as part of the individual contribution defines the exchange rate for the entire contribution.

22 Allocations: The allocations set forth under para 23 above will be defined according to the following formula:

[BQX Quantity] = [Contribution Quantity of ETH]*[BQX rate of the level (5000/4600/4200/3500/3175/1363)]

23   Pre-Allocation of BQX The Participant understands and accepts that out of the total Launch Quantity, some quantity may be “pre-sold” to investors who are willing to commit prior to the launch of the token sale. The amounts of the presale shall be publically listed using the Smart Contract system and viewable through sites like Etherscan.IO.

24   BQX Functionality: BQX are only for use in connection with the Bitquence Project under the terms of the Smart Contract System and under the terms of the Bitquence Project (to be released), and only constitute a transferable representation of attributed functions of the Smart Contract System.

25   Functional Token & Availability: BQX can be used as a functional token on the Bitquence Platform for services such as management and storage fees as well as for liquidity purposes.. It is possible that these functions will not be available to Participants due to regulatory or technical issues in certain regions. Bitquence Token Holders have no rights or claim to any Bitquence intellectual property, fees, or services.

Representation and Warranties of Participant

26   By transferring Contribution ETH to the Smart Contract and creating BQX, the Participant represents and warrants that:

The Participant is not a citizen or resident of a country, whose legislation conflicts with the present sale of BQX and/or the Bitquence Project in general.

The Participant confirms not be a US-citizen and/or US-resident.

The Participant confirms not be a Singapore-citizen and/or Singapore-resident.

The Participant has a deep understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, like bitcoin (BTC) and Ether (ETH), and blockchain-based software systems;

The Participant understands and accepts that there is no warranty or assurance that the network of miners will allocate the BQX to the Participants as proposed by these Terms.

The Participant has carefully reviewed the code of the Smart Contract System located on the Ethereum blockchain at the addresses set forth under para 4 and fully understands and accepts the functions implemented therein;

The Participant is legally permitted to transfer Contribution Tokens to the Smart Contract System, create and obtain BQX in the Participant’s jurisdiction;

Participant will contribute Contribution Tokens from a Wallet or Wallet service provider that technically supports the BQX. Participant understands and accepts, that failure to assure this may have the result that Participant will not gain access to his BQX;

The Participant is legally permitted to receive software and contributing to the Smart Contract System for the development of the Bitquence Project;

The Participant is of a sufficient age to legally create and obtain BQX;

The Participant will take sole responsibility for any restrictions and risks associated with the creation of BQX by the Smart Contract System as set forth below;

The Participant is not submitting Contribution Tokens to the Smart Contract System to obtain BQX for the purpose of speculative investment;

The Participant is not obtaining or using BQX for any illegal purposes;

The Participant is purchasing the functionality of the BQX issued by the Smart Contract System primarily to support the development, testing, deployment and operation of the Bitquence Project, being aware of the commercial risks associated with the Bitquence Project;

The Participant waives the right to participate in a class action lawsuit or a classwide arbitration against any entity or individual involved with the creation of BQX;

The Participant understands the creation of BQX does not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction;

The Participant understands that the transfer of Contribution Tokens to the Smart Contract System, the creation of BQX and the development of the Bitquence Project carries significant financial, regulatory and reputational risks as further set forth in the Terms;

The Participant understands and expressly accepts that there is no warranty whatsoever on BQX, the Smart Contract System and/or the success of the Bitquence Project, expressed or implied, to the extent permitted by law, and that the Smart Contract System is used and BQX are created and obtained at the sole risk of the Participant on an “as is” and “under development” basis and without, to the extent permitted by law, any warranties of any kind, including, but not limited to, warranties of title or implied warranties, merchantability or fitness for a particular purpose;

The Participant understands that the Participant has, other than as implemented in the Smart Contract System in case the Activation Threshold has not been reached (see para 16), no right against any other party to request any refund of the Contribution Tokens submitted to the Smart Contract System for the creation of the BQX under any circumstance; and that

The Participant understands with regard to BQX no market liquidity may be guaranteed and that the value of BQX over time may experience extreme volatility or depreciate in full;

The Participant understands that any cryptocurrency purchase is highly volatile and inherently risky and that they may lose some or all of this investment.

The Participant understands that the Participant bears the sole responsibility to determine if the Participant’s contribution to the Smart Contract System for the development of the Bitquence Project, the transfer of Contribution Tokens to the Smart Contract System, the creation, ownership or use of BQX, the potential appreciation or depreciation in the value of BQX over time, the sale and purchase of BQX and/or any other action or transaction related to the Bitquence Project have tax implications for him; by creating, holding or using BQX, and to the extent permitted by law, the Participant agrees not to hold any third party (including developers, auditors (e.g. contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of BQX or any other action or transaction related to the Bitquence Project.

As part of the creation process the Participant will use own account (address) on the Ethereum network, with a private key associated to this address and password. The password is used to encrypt the Participant’s private key. Following the creation of BQX by the Smart Contract System, the BQX will be transferred to the Participant’s address by the Smart Contract System. The Participant understands that the Participant must keep his password and private key safe and that the Participant may not share them with anybody. The Participant further understands that if his private key and/or password is lost or stolen, the Participant will not be able to generate a new password or recover his private key, and if the Participant also loses his private keys and password, the BQX associated with the Participant’s account (address) will be unrecoverable and will be permanently lost. Furthermore, the Participant understands that there is no recovery mechanism for lost keys and passwords, so no one will be able to help the Participant retrieve or reconstruct a lost password and private keys and provide the Participant with access to any lost BQX

Bitquence Project Execution

27   The Participant understands and accepts that the development and execution of the Bitquence Project will be released by the Smart Contract System to the wallet of a third party contractor. Bitquence Technology shall use the funds for the purpose of the development and execution of the Bitquence Project and has the right to engage subcontractors to perform the entire or partial development and execution of the Bitquence Project.

28   It remains at Bitquence’s sole discretion to decide how to allocate the funds in order to develop and execute the Bitquence Project.

29   The Participant understands and accepts that the Participant may not have any expectation of influence over governance on the Bitquence Project.

The Participant understands and accepts that the Bitquence Project will need to go through substantial development works as part of which they may become subject of significant conceptual, technical, strategic and commercial changes before release. Participant understands and accepts that as part of the development, an upgrade of the BQX may be required (hard-fork of BQX) and that, if Participant decides not to participate in such upgrade, he may no longer use his BQX and that non-upgraded BQX may lose their functionality in full.

Audit of the Smart Contract System

30   The Smart Contract System has been, on a reasonable effort basis, audited and approved by technical experts. The technical experts have confirmed that the Smart Contract System has, with regard to both accuracy and security, been programmed according to the current state of the art.

31   However, the Participant understands and accepts that smart contract technology is still in an early development stage and its application of experimental nature which carries significant operational, technological, financial, regulatory and reputational risks. Accordingly, while the audit conducted raises the level of security and accuracy, the Participant understands and accepts that the audit does not amount to any form of warranty, including direct or indirect warranties that the Smart Contract System and the BQX are fit for a particular purpose or do not contain any weaknesses, vulnerabilities or bugs which could cause, inter alia, the complete loss of Contribution Tokens and/or BQX.

Risks

32   The Participant understands and accepts the risks in connection with transferring Contribution Tokens to the Smart Contract System and creating BQX as exemplary set forth above and hereinafter. In particular, but not concluding, the Participant understands the inherent risks listed hereinafter:

Risk of software weaknesses: The Participant understands and accepts that the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) is still in an early development stage and unproven, why there is no warranty that the process for creating BQX will be uninterrupted or error – free and why there is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of Contribution Tokens and/or BQX.

Regulatory risk: The Participant understands and accepts that the blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart Contract System and which may, inter alia, result in substantial modifications of the Smart Contract System and/or the Bitquence Project, including its termination and the loss of BQX for the Participant.

Risk of abandonment / lack of success: The Participant understands and accepts that the creation of the BQX and the development of the Bitquence Project may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects). The Participant therefore understands that there is no assurance that, even if the Bitquence Project is partially or fully developed and launched, the Participant will receive any benefits through the BQX held by him.

Execution Risk: The Bitquence project is in its early stages, and there is no assurance that the project will be technically or commercially successful.

Risk associated with other applications:

The Participant understands and accepts that the Bitquence Project and/or particular Bitquence Projects may give rise to other, alternative projects, promoted by unaffiliated third parties, under which BQX will have no intrinsic value.

Risk of loss of private key: BQX can only be accessed by using an Ethereum wallet with a combination of Participant’s account information (address), private key and password. The private key is encrypted with a password. The Participant understands and accepts that if his private key file or password respectively got lost or stolen, the obtained BQX associated with the Participant’s account (address) or password will be unrecoverable and will be permanently lost.

Risk of theft: The Participant understands and accepts that the Smart Contract System concept, the underlying software application and software platform (i.e. the Ethereum blockchain) may be exposed to attacks by hackers or other individuals that could result in theft or loss of BQX or Contribution Tokens, impacting the ability to develop the Bitquence Project.

Risk of Ethereum mining attacks: The Participant understands and accepts that, as with other cryptocurrencies, the blockchain used for the Smart Contract System is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Smart Contract System, expected proper execution and sequencing of BQX transactions, and expected proper execution and sequencing of contract computations.

Risk of incompatible Wallet service: The Participant understands and accepts, that the Wallet or Wallet service provider used for the contribution, has to be technically compatible with the BQX. The failure to assure this may have the result that Participant will not gain access to his BQX.

Taxation

33   The Participant bears the sole responsibility to determine if his contribution into the Smart Contract System for the development of the Bitquence Project, the creation, ownership or use of BQX, the potential appreciation or depreciation in the value of BQX over time, the sale and purchase of BQX and/or any other action or transaction related to the Bitquence Project have tax implications for him.

34   By creating, holding or using BQX, and to the extent permitted by law, the Participant agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any tax liability associated with or arising from the creation, ownership or use of BQX or any other action or transaction related to the Bitquence Project.

No Liability

35   The Participant acknowledges and agrees that, to the fullest extent permitted by any applicable law, the Participant will not hold any developers, auditors contractors, directors, employees or founders of Bitquence, BQX, the Smart Contract System and/or Bitquence Technology liable for any and all damages or injury whatsoever caused by or related to the use of, or the inability to use, BQX or the Smart Contract System under any cause or action whatsoever of any kind in any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract or tort (including negligence) and that developers, auditors contractors or founders of the Smart Contract System, the BQX and/or the Bitquence Project shall not be liable for any indirect, incidental, special, exemplary or consequential damages, including for loss of profits, goodwill or data, in any way whatsoever arising out of the use of, or the inability to use of the Smart Contract System, the Bitquence Project and/or BQX.

36   The Participant further specifically acknowledges that developers, auditors, contractors or founders of Bitquence, the Bitquence Token, BQX, the Smart Contract System and/or the Bitquence Project are not liable, and the Participant agrees not to seek to hold them liable, for the conduct of third parties, including other creators of BQX, and that the risk of creating, holding and using BQX rests entirely with the Participant.

37   By creating, holding or using BQX, and to the extent permitted by law, the Participant agrees not to hold any third party (including developers, auditors, contractors or founders) liable for any regulatory implications or liability associated with or arising from the creation, ownership or use of BQX or any other action or transaction related to the Bitquence Project.

Miscellaneous

38   The Participant understands and accepts that the network of Participants, miners and other will be ultimately in control of the Smart Contract System. The Participant understands that a majority of these miners could agree at any point to make changes to the official Smart Contract System and to run the new version of the Smart Contract System. Such a scenario could lead to BQX losing intrinsic value.

39   The Smart Contract System is located in Alderney. Consequently, the BQX creation and allocation and the assignment of the development and execution of the Bitquence Project to Bitquence Technology (to be founded) are considered to be executed in Alderney.

40   The Participant agrees that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.

41 The Terms govern the creation, ownership and use of BQX and supersede any public statements about the launch of BQX and/or the Smart Contract System made by anyone in the past, present and future.