Terms and Conditions

QRAPA B.V.

TERMS OF TOKEN SALE

PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.

Your purchase of Qrapa (“QER”) during the QER sale period (“Sale Period”) from Qrapa B.V. with its registered office in Amsterdam at Rhijnspoorplein 10-38, 1018 TX, (“Company,” “we,” or “us”) is subject to these Terms of Sale (“Terms”).  Each of you and Company is a “Party,” and together the “Parties.”

By purchasing QER from us during the Sale Period and/or using QER in connection with the Platform (as defined below), you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at [email protected].
You and Company agree as follows

1. Purpose and Use of QER in Connection with the Platform

QER are intended to be used for Payments, rewards and targeted advertising and other advertising related transactions and services (the “Services”), as facilitated through a decentralized platform that Company and its affiliates are developing (the “Platform”).  Important additional details regarding the Services and Platform are provided in Exhibit A.

Ownership of QER carries no rights, express or implied, other than the right to use QER as a means to obtain Services, and to enable usage of and interaction with the Platform, when it is successfully completed and deployed. In particular, you understand and accept that QER do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the Platform, and/or Company and its corporate affiliates, other than rights relating to the receipt of Services and use of the Platform, subject to limitations and conditions in these Terms and applicable Platform Terms and Policies.

2. Scope of Terms

Unless otherwise stated herein, these Terms govern only your purchase of QER from us during the Sale Period.

The use of QER in connection with the Services or Platform may be governed by other applicable terms and policies (collectively, the “Platform Terms and Policies”).  Any Platform Terms and Policies we promote will be available at www.qrapa.io. We may add terms or policies to the Platform Terms and Policies in our sole discretion, and may update each of the Platform Terms and Policies from time to time according to modification procedures set forth therein.  To the extent of any conflict with these Terms, the Platform Terms and Policies shall control with respect to any issues relating to the use of QER in connection with the Services or Platform.

3. Cancellation; Refusal of Purchase Requests

Your purchase of QER from us during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation.  We reserve the right to refuse or cancel QER purchase requests at any time in our sole discretion.

4. QER Sale Procedures and Specifications

Important information about the procedures and material specifications of our QER sale is provided in Exhibit B, including, but not limited to, details regarding the timing and pricing of the QER sale, the amount of QER we will sell, and our anticipated use of the QER sale proceeds. By purchasing QER you acknowledge that you understand and have no objection to these procedures and material specifications.

5. Acknowledgment and Assumption of Risks

You acknowledge and agree that there are risks associated with purchasing QER, holding QER, and using QER in connection with the Services and Platform, as disclosed and explained in Exhibit C. If you have any questions regarding these risks, please contact us at [email protected].  BY PURCHASING QER, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.

6. Security

You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold QER you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s).  If your private key(s) or other access credentials are lost, you may lose access to your QER.  We are not responsible for any such losses.

7. Personal Information

We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with selling QER to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell QER to you until you provide such requested information and we have determined that it is permissible to sell you QER under applicable law or regulation.

8. Taxes

The purchase price that you pay for QER is exclusive of all applicable taxes.  You are responsible for determining what, if any, taxes apply to your purchase of QER, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of QER.

9. Representations and Warranties

By transferring payment to us (as explained in Exhibit B) to purchase QER from us, you represent and warrant that:

• You have read and understand these Terms (including all Exhibits);

• You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens like Bitcoin and Ether, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing QER;

• You have carefully reviewed the code of the Smart Contract System located on the Ethereum blockchain at the addresses set forth in Exhibit B and fully understand and accept the functions implemented therein;

• You have obtained sufficient information about QER to make an informed decision to purchase QER;

• You understand the restrictions and risks associated with the creation of QER by the Smart Contract System as set forth herein, and acknowledge and assume all such risks;

• You understand, acknowledge and assume the risks associated with the purchase, holding and use of QER in connection with the Services and Platform, as explained and disclosed in Section 5 and Exhibit C;

• You understand that QER confer only the right to receive Services and to access the Platform, and confer no other rights of any form with respect to the Platform or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;

• You are purchasing QER solely for the purpose of receiving Services, accessing the Platform, and supporting the development, testing, deployment and operation of the Platform, being aware of the commercial risks associated with the Company and the Platform. You are not purchasing QER for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;

• Your purchase of QER complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing QER, using QER, and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained;

• You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of QER;

• If you are purchasing QER on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly);

10. Indemnification

• To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of QER, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity.

• Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 10(a).  This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.

11. Disclaimers  

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) QER ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO QER, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT QER ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN QER WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT QER OR THE DELIVERY MECHANISM FOR QER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.

12. Limitation of Liability

(A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF QER OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE QER, EXCEED THE AMOUNT YOU PAY TO US FOR QER.

(B) THE LIMITATIONS SET FORTH IN SECTION 12(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.

(C) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages.  Accordingly, some of the limitations of this section may not apply to you.

13. Release

To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties.

14. Governing Law and Venue

These Terms will be governed by and construed and enforced in accordance with the laws of Netherlands, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction.  Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of Netherlands.

15. Severability

If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

16. Miscellaneous

These Terms constitute the entire agreement between you and us relating to your purchase of QER from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at www.qrapa.io and update the “Last Updated” date above. We may also attempt to notify you through the QER token sale website at www.qrapa.io The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.  We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing QER from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.

*          *          *          *          *

Exhibit A

Description of Company, Platform, and QER

1. Overview of Company and Affiliates

The Company is an exempted company with limited liability incorporated in Netherlands. The company will have primary responsibility for the provision of Services and for administering the development of certain aspects of the Platform.

2. Overview of Current Platform

Currently our beta platform offers content creators the possibility of monetizing their products in a conducive and transparent ecosystem and offers reward for user contribution.

3. Development of Platform with QER Functionality and Services

The Company now intends to introduce new components into the Platform in the form of QER and an accompanying QER wallet (together, “QER Functionality”).  QER is based on the Ethereum protocol and conforms to the ERC20 standard. As a result of introducing QER Functionality into the Platform, the Platform will integrate and consist of QER Functionality, its Ledger system, subscription services and an ad buying system.  QER will be the utility token for conducting transactions and obtaining Services on the Platform.

Currently, it is anticipated that the primary services (“Services”) to be facilitated through QER and the Platform, as developed and made available by Company, will relate to targeted advertising.

Further details regarding the Platform are described in the Qrapa Whitepaper (“Whitepaper”), which is available at the whitepaper link. The information contained in the Whitepaper and website are of descriptive nature only, and do not, unless explicitly incorporated herein, form part of the Terms.

Although Company intends to develop the Platform in the manner generally described above, it reserves the right to modify features, functionalities or development plans in its sole and absolute discretion.

Exhibit B

Token Sale Procedures and Specifications

1. Total Number of QER to be Created and Sold

Company will create up to 100 million QER through the Ethereum Smart Contract System. 60 million (60%) QER tokens will be available during the token sale.

2. Commencement and Duration of Token Sale

The Company’s sale of QER will start right after some promotions and awareness. It is expected that all tokens will sell out during the duration of the token sale. Any unsold tokens will be burnt.

3. QER Price

The price of QER will be fixed at $0.20 with different bonuses.

4. Procedures for Buying and Receiving QER

Buying QER happens through the Company’s website. All users who register will agree, acknowledge, and understand the Terms & Conditions and Whitepaper by checking the boxes in the sign up form. QER purchases happen through our integration with CoinPayments and QER tokens are delivered automatically to buyers when CoinPayments transactions are completed. The QER tokens are delivered to the user’s virtual wallet that is based on our website. Users will transfer tokens to personal wallet after token sale has ended.

5. Company QER

Of the Company QER  23 million QER will be used for compensating employees, Advisors and contractors, and for other internal purposes in connection with the deployment and the development of the Platform, will have a lockup period of 2 years.

Exhibit C

Certain Risks Relating to Purchase, Sale and Use of QER

Important Note:  As noted elsewhere in these Terms, the QER  are not being structured or sold as securities or any other form of investment product.  Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit C, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information.

By purchasing, holding and using QER, you expressly acknowledge and assume the following risks:

1. Risk of Losing Access to QER Due to Loss of Private Key(s), Custodial Error or Purchaser Error

A private key, or a combination of private keys, is necessary to control and dispose of QER stored in your digital wallet or vault.  Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing QER will result in loss of such QER.  Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your QER.  Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store QER, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your QER.  Additionally, your failure to follow precisely the procedures set forth in Section 4 of Exhibit B for buying and receiving QER, including, for instance, if you provide the wrong address for receiving QER, may result in the loss of your QER.

2. Risks Associated with the Ethereum Protocol

Because QER and the Platform are based on the Ethereum protocol, any malfunction, breakdown or abandonment of the Ethereum protocol may have a material adverse effect on the Platform or QER.  Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to QER and the Platform, including the utility of QER for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.

3. Risk of Mining Attacks

As with other decentralized cryptographic tokens based on the Ethereum protocol, QER are susceptible to attacks by miners in the course of validating QER transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Platform and QER, including, but not limited to, accurate execution and recording of transactions involving QER.

4. Risk of Hacking and Security Weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with the Platform or QER in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.  Furthermore, because the Platform is based on open-source software, there is a risk that a third party or a member of the Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and QER, including QER’s utility for obtaining Services.

5. Risks Associated with Markets for QER

Third party exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to market-related risks.

6. Risk of Uninsured Losses

Unlike bank accounts or accounts at some other financial institutions, QER are uninsured unless you specifically obtain private insurance to insure them.  Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by us, to offer recourse to you.

7. Risks Associated with Uncertain Regulations and Enforcement Actions

The regulatory status of QER and distributed ledger technology is unclear or unsettled in many jurisdictions.  It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications.  It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and QER. Regulatory actions could negatively impact the Platform and QER in various ways, including, for purposes of illustration only, through a determination that QER are a regulated financial instrument that require registration or licensing.  Company may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.

8. Risks Arising from Taxation

The tax characterization of QER is uncertain.  You must seek your own tax advice in connection with purchasing QER, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.

9. Risk of Alternative Platforms

It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Platform and attempt to facilitate services that are materially similar to the Services. The Platform may compete with these alternative platforms, which could negatively impact the Platform and QER, including QER’s utility for obtaining Services.

10. Risk of Insufficient Interest in the Platform or Distributed Applications

It is possible that the Platform will not be used by a large number of individuals, companies and other entities or that there will be limited public interest in the creation and development of distributed platforms (such as the Platform) more generally. Such a lack of use or interest could negatively impact the development of the Platform and the potential utility of QER, including its utility for obtaining Services.

11. Risks Associated with the Development and Maintenance of the Platform

The Platform is still under development and may undergo significant changes over time. Although we intend for QER and the Platform to follow the specifications set forth in Exhibit A, and will take commercially reasonable steps toward those ends, we may have to make changes to the specifications of QER or the Platform for any number of legitimate reasons.  This could create the risk that QER or the Platform, as further developed and maintained, may not meet your expectations at the time of purchasing QER.  Furthermore, despite our good faith efforts to develop and maintain the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platform and the potential utility of QER, including its utility for obtaining Services.

12. Risk of Dissolution of the Company

It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in QER’s utility (including its utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate and the Company may dissolve.

13. Risks Arising from Lack of Governance Rights

Because QER confer no governance rights of any kind with respect to the Platform or Company, all decisions involving the Platform or Company will be made by Company at its sole discretion, including, but not limited to, decisions to discontinue the Platform, to sell more QER for use in the Platform, or to sell or liquidate the Company.  These decisions could adversely affect the Platform and the utility of QER that you hold, including QER’s utility for obtaining Services.

14. Risks Associated with Advertising-Supported Business Models

The Company’s growth and adoption of the Platform may depend on our ability to create a user friendly platform, and maintain and expand our existing relationships with advertisers and publishers and our ability to develop new relationships with other advertisers and publishers within the Platform. As the advertising market generates and develops new concepts and technology, we may incur additional costs to implement a more effective Platform and may have to adjust to new tracking and unforeseeable technologies that could diminish the effectiveness of our technology. Continuing to develop and improve the Platform to keep up with these changes may require significant time and additional investment. If we cannot continue to develop and improve the Platform to maintain competitiveness in light of such changes, the Platform may not remain viable, which could negatively impact the utility of QER, including QER’s utility for obtaining Services.

15. Unanticipated Risks

Cryptographic tokens such as QER are a new and untested technology. In addition to the risks included in this Exhibit C, there are other risks associated with your purchase, holding and use of QER, including those that the Company cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.