PSK is a pool for Proof of Stake (“PoS”), the consensus algorithm used by new cryptocurrencies, the future of blockchain, and the main goal of PSK is to increase profits for small miners who unite in the pool;
PSK runs fully on Smart Contracts: Smart Contracts are fully transparent and immutable. Once the Smart Contracts are on-chain, they cannot be altered. This has a twofold advantage for PSK members.
On PSK two tokens will be use: first, an ERC-20 PSK token (“PSK Token”) and second, an IOU token: PSK Token is a utility token, enabling users to get discounts on withdrawal fees. The PSK Token is on the Ethereum blockchain so users can keep tokens in their favorite Ethereum wallet. IOU token exclusively serve the purpose of declaring initial PoS coin ownership and ensures that PSK members are always in full control of their staked PoS coins. IOU Tokens cannot be traded, not even among PSK community members. PSK will act as a regular node on PoS coins.
The reward for each PSK community member is calculated every night at 23:59:59 CEST and is proportional to the amount of staked coins. Along with this, corresponding IOU tokens are distributed to each member accordingly. The bigger the pool in Mining 2.0, the greater the total rewards and hence the proportion for every PSK member. Withdrawing the amount of initially staked PoS coins (in whole or part) is free of charge. The withdrawal of rewards, however, will imply a fee. In order for the PSK community members to obtain maximum gain on rewards, the correlation between held PSK Tokens and value of the daily reward is important.
For example, if a PSK’s member wants to obtain the maximum value (95 %) of his rewards (thus paying only 5 % for gas), he needs to have, at 23:59:59 CEST, a value of PSK Tokens greater or equal to 200 % of the daily reward value. An overview with exact calculations is found in the White Paper herewith attached. The PSK platform and apps will suggest to PSK members individual strategies for obtaining the maximum amount of rewards.
The reward will be redistributed as following:
– a variable percentage between 85% and 95% subdivided among PSK members;
– a variable percentage between 0% and 10% for PSK to reinvest in management, business development and innovation.
PSK’s focus is set on the promotion and development of the so-called PSK Token, which is considered to be an utility token, in line with the provisions of the Finma guidelines published on February 16, 2018;
PSK intends to conduct a Initial Coin Offering (“ICO”) for the sale of PSK Tokens to the Contributor interested in making a contribution to PSK and receive PSK Tokens in return;
the Parties desire to enter into a relationship in which PSK will provide to the Contributor PSK Tokens to be used as follow, in exchange for consideration;
the definitions of words in the singular in this agreement shall apply to such words when used in the plural where the context so permits and vice versa;
the foregoing recitals are incorporate in this agreement (the “Agreement”);
now therefore, in consideration of the mutual agreements and covenants contained therein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, PSK and each Contributor (the “Parties”) hereto agree as follows.
1.1 Unless otherwise defined in this Agreement, capitalized terms used herein shall have the following meaning:
Confidential Information: has the meaning as defined in Article 9 (Confidential Information/Media Release) of this Agreement.
Contribution Amount: the amount of Euro, Dollars or ETH that the Contibutor will transfer to PSK in order to obtain PSK Tokens as specified in Article 2.
ETH: the blockchain token of Ethereum.
Ethereum: the smart contract protocol, virtual machine and decentralized consensus mechanism including all its related components and protocol-related projects both present and future that is governed by the Ethereum Foundation based in Zug, Switzerland, which began operation (Genesis Block) on July 30th, 2015.
Governmental Authority: any nation or government, any state or other political subdivision thereof, any entity exercising legislative, judicial or administrative functions of or pertaining to government, including, without limitation, any government authority, agency, department, board, commission or instrumentality, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any self- regulatory organization.
ICO: Initial Coin Offering, a smart-contract based contribution for the sale of PSK Tokens.
Intellectual Property: all of the following in any jurisdiction throughout the world: (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), including without limitation the Project, all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, divisions, continuations in-part, revisions, and extensions; (ii) all trademarks, service marks, trade names, trade dress, logos, business and product names, corporate names, Internet domain names, slogans, other source identifiers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations and renewals in connection therewith; (iii) all copyrightable works, all copyrights and all applications, registrations and renewals in connection therewith, and all moral rights (and similar non-assignable rights) and all benefits of waivers of moral rights (and similar non-assignable rights) therein; (iv) all trade secrets and confidential, technical and business information (including but not limited to ideas, research and development, algorithms, compositions, processes, designs, drawings, formulae, trade secrets, know-how, industrial models, business methods, technical data and information, engineering and technical drawings, product specifications and confidential business information); (v) mask work and other semiconductor chip rights and all applications, registrations and renewals in connection therewith; (vi) software; (vii) all other intellectual property and proprietary rights; and (viii) copies and tangible embodiments thereof (in whatever form or medium, including electronic media).
Organizational Documents: the articles of incorporation, certificate of incorporation, charter and by- laws.
Project: the project being developed by PSK that will utilize the PSK Tokens as native to its operations and/or functioning, as described in the white paper dated on [30th] [April], 2018, hereby attached (“White Paper”).
Project Plan: the plan, as described in the White Paper, containing a detailed overview of major milestones to be achieved and approximate dates of execution and launch of the Project.
PSK Token: has the meaning as defined in the Preamble.
Smart Contract System: has the meaning as defined in Article 2 (Scope of Collaboration regarding Crowdfunding) of this Agreement.
Token Distribution Plan: the plan regarding the PSK Token distribution, as described in the White Paper.
Wallet: the ETH wallet that Contributors use to send to PSK ETH and receive Tokens.
1.2 The PSK Token or its related sale is not considered a security. PSK is operating as a company selling tokens that will be used within the PSK platform. PSK Token is not a security. Contributor has no rights attached to the PSK Token, outside of the participation access provided by ownership of the PSK Token and limited rights provided under this Agreement.
This is not an investment product. This document does not constitute investment advice or counsel or solicitation for investment in any security and shall not be construed in that way.
This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor for the PSK Tokens.
This is not a company share stock/derivative. It is a sale of a digital asset.
The PSK Tokens may or may not be listed on various secondary markets for trading, however such trading is incidental and non-consequential to the primary purpose and the actual utility of the PSK Token as specified in this Agreement.
PSK shall create and deploy a contribution smart-contract (“Smart Contract System”) which will allocate to early Contributors [25.62]% of the total amount of PSK Tokens which will be generated pursuant to the Token Distribution Plan and in accordance to the Project Plan.
PSK will conducts a PSK Token private pre-sale (the “Presale Period”) which will begin at [12
.00] a.m. (CEST) on the 14th May 2018 and end on [12.00] a.m. (CEST) on the 16th June 2018 or when n. [13.300.000,00] PSK Tokens have been purchased, whichever is earlier. If less than [6.000.000] PSK Tokens have been sold by the termination of the Sale Period (the “Minimum Treshold”) the Contribution Amount received from Contributors will be returned to the Contributors. In that circumstance, PSK will have no further obligations to Contributors under this Agreement.
During the Presale Period, PSK Token will be allocates based on a price equal to the regular price per PSK Token paid by a contributor during ICO but with a discount rate equal to 50%.
During the ICO, PSK Token will be allocates based on a price that will be fixed not before 48h from the ICO Start.
PSK must use its best endeavours to implement the Smart Contract System and to obtain the fulfilment of the Project and the Project Plan.
PSK undertakes, to the extent practical and reasonable, to follow best practices known in the blockchain industry for the development of the Projects, the Project Plan and of the PSK Token.
It is expressly understood that the PSK’s obligations are an obligation of means and not an obligation of result, which cannot be guaranteed.
All taxes (including VAT, if any), charges, levies, assessments and other fees of any kind imposed on the receipt or import of the PSK Tokens by Contributor, shall be the responsibility of, and for the account of, the Contributor.
At least % of the PSK Tokens will be retained by PSK (the “Retained Tokens”) and will be placed into time-locked smart contracts and remain in a locked state for at least  months. Although it has no plans to do so at this time, PSK reserves the right to burn Retained Tokens at any point during or after the Sale Period.
PSK currently anticipates using the Retained Tokens to give out awards to employers, clients, to fund future development of PSK and PSK App, provide grants to (or purchase equity stakes in) third-parties working on projects in PSK ecosystem, donate PSK Tokens to non-profit entities, and support general development of the PSK ecosystem. These anticipated purposes are listed for illustration only, and PSK reserves the right to use Reserved Tokens for these purposes (or others) at its sole discretion.
Ownership of PSK Tokens carries no rights, whether express or implied, other than a limited right to use the PSK Token as described in article 2 as well as the conversion function of the Smart Contract System, both as further specified below, if and to the extent the PSK Token has been successfully completed and launched.
Contributor understands and accepts that PSK Tokens do not represent or constitute any ownership PSK shares right or stake or equivalent rights nor any right to receive future revenues, shares or any other form of participation or governance right in or relating to PSK.
By transferring the Contribution Amount to PSK and/or receiving PSK Tokens, no form of partnership, joint venture or any similar relationship between the Contributor and PSK is created.
5.1 The Contributor understands and accepts the risks in connection with making a contribution to PSK and creating PSK Tokens. The Contributor 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 PSK Tokens 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 the Contribution Amount and/or PSK Tokens. In particular, but not concluding, the Contributor understands the inherent risks listed hereinafter:
Regulatory risk: the Contributor 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 PSK Platform, including its termination and the loss of PSK Tokens for the Contributor.
Risk of abandonment/lack of success: the Contributor understands and accepts that the creation of the PSK Tokens 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).
Risk of withdrawing partners: the Contributor understands and accepts that the ICO and the feasibility of the Project as a whole depends strongly on the collaboration of banks and other crucial partners of PSK. The Contributor therefore understands that there is no assurance that ICO will take place as foreseen or the Project as a whole will be successfully executed.
Risk associated with other applications: the Contributor understands and accepts that the PSK Token Protocol may give rise to other, alternative projects, promoted by unaffiliated third parties, under which PSK Tokens will have no intrinsic value.
Risk of loss of private key: PSK Tokens can only be accessed by using an Ethereum Wallet with a combination of Contributor’s account information (address), private key and password. The private key is encrypted with a password. The Contributor understands and accepts that if his private key file or password respectively got lost or stolen, the obtained PSK Tokens associated with the Contributor’s account (address) or password will be unrecoverable and will be permanently lost.
Risk of theft: the Contributor 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 PSK Tokens or ETH.
Risk of Ethereum mining attacks: the Contributor 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 PSK Token transactions, and expected proper execution and sequencing of contract computations.
Risk of incompatible Wallet service: the Contributor understands and accepts, that the Wallet or Wallet service provider used for the contribution, has to be technically compatible with the PSK Token. The failure to assure this may have the result that Contributor will not gain access to his PSK Token.
6.1 PSK hereby represents and warrants to Contributor, as of the date hereof, as follows:
Corporate Status: PSK is a limited company duly organized, validly existing and in good standing under the laws of [Switzerland] and has all requisite corporate power and authority to carry on its business as now conducted.
No Conflict: to the extent that could be reasonably known to PSK, the execution, delivery and performance of this Agreement will not result in (i) any violation of, be in conflict with in any material respect, or constitute a material default under (A) any provision of PSK’s Organizational Documents; (B) any provision of any judgment, decree or order to which PSK is a party, by which it is bound, or to which any of its material assets are subject; (C) any material contract, obligation, or commitment to which PSK is a party or by which it is bound; or (D) any Laws applicable to PSK that PSK is aware of or should be aware of acting reasonably, or (ii) the creation of any material lien, charge or encumbrance upon any material assets of PSK. Contributor understands that the PSK Tokens and the ICO may not be well defined under law. PSK has taken reasonable steps to ensure the legitimacy of its operations.
Intellectual Property: PSK has good and valid title to all owned Intellectual Property. To the extent that could be reasonably known to PSK, PSK does not infringe, dilute, misappropriate or otherwise violate the rights of any third party in respect of any Intellectual Property. None of PSK’s Intellectual Property is subject to any outstanding order, ruling, decree, judgment or stipulation by or with any court, tribunal, arbitrator or Governmental Authority.
Contributor hereby represents and warrants to PSK, as of the date hereof, as follows:
Contributor is not eligible and cannot purchase any PSK Token in the ICO event if are a citizen, resident (tax or otherwise) or green card holder of the United States of America, or if he is a resident of the People’s Republic of China, Canada, Israel, Vietnam or South Korea;
Contributor has authorized and has full power to purchase PSK tokens according to the laws that apply in their jurisdiction of domicile;
Corporate Status: if Contributor is a legal entity, Contributor is duly organized, validly existing and in good standing under the laws of its domicile;
Contributor Power and Authority: Contributor has all requisite power and authority to execute, issue and deliver this Agreement and purchase the PSK Tokens, and to carry out and perform its obligations under this Agreement and any related Agreements. The Agreement constitutes a legal, valid and binding obligation of PSK enforceable against Contributor in accordance with its terms;
Contributor Status and Risk of Project: Contributor has sufficient knowledge and experience in business, financial matters to be able to evaluate the risks and merits of its purchase of the PSK Tokens and is able to bear the risks thereof. Contributor understands that the Project and creation and distribution of the PSK Tokens involve risks, including, but not limited to, the risk that (i) the technology associated with the Project will not function as intended; (i) the Project and ICO will not be completed; (ii) the Project will fail to attract sufficient interest from key stakeholders; (iii) PSK will fail to secure sufficient purchasers of PSK Tokens; (iv) the PSK Tokens may decrease in value over time and/or lose all monetary value; and (v) PSK and/or the Project may be subject to investigation and punitive actions from Governmental Authorities;
No Ownership Interest: Contributor understands the purchase and potential receipt of PSK Tokens do 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 nor does it confer any voting rights, seats on any board of directors or governance rights and obligations to Contributor;
Exclusion on Redemption: Contributor understands that Contributor has no right against PSK or any other Person to request any refund or redemption of the Contribution Amount except as otherwise provided herein and/or as a result of, or in connection with, PSK’s breach of this Agreement;
Token Liquidity: Contributor understands that with regard to PSK Tokens no market liquidity may be guaranteed and that the value (if any) of PSK Tokens over time may experience extreme volatility or depreciate resulting in loss that will be borne exclusively by Contributor.
8.1 From the date of this Agreement, PSK shall:
provide Contributor with periodic updates regarding the Project and the fulfillment of the Project Plan; to the extent practical and reasonable, follow best practices known in the blockchain industry for the development of tokens, smart contracts, decentralized consensus networks and blockchain technologies;
act diligently and perform a full independent security audit on any smart contracts or vanguard technologies employed by PSK in connection with the Project;
distribute the PSK Tokens in accordance with the Token Distribution Plan, with appropriate disclosures.
Each Party shall defend, indemnify and hold harmless the other Party against any third party claims, which arise out of the breach of the Party’s own obligations under this Agreement.
10.1 The Parties agree to hold each other’s Confidential Information confidential for a period of three 3 years following the signing of this Agreement. The Parties agree, that unless required by law, they shall not make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the implementation of this Agreement. Each Party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
10.2 Confidential Information shall mean all material and information that has or will come into possession or knowledge of the other Party in connection with its performance hereunder and which in the ordinary course of business is considered to be treated confidential. The content of this Agreement as well as the fact that it has been entered into shall also constitute Confidential Information. A Party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the other Party by a third party without restriction on disclosure; (d) is independently developed by the other Party; or (e) is required to be disclosed by any judicial or governmental requirement or order (provided that disclosing Party timely advises the other Party of the governmental demand for disclosure) (“Confidential Information”).
10.3 Without the prior consent of the other Party, neither Party shall issue any media release or similar publicity relating to this Agreement. Neither Party shall use the trademarks, trade-name or logo of the other Party without having obtained its consent.
11.1 If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this Agreement invalid or unenforceable and this Agreement shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable. The same applies if this Agreement is incomplete because a necessary provision is missing.
11.2 Nothing contained in the Agreement shall be deemed to constitute either Party a partner, joint venture or employee of the other Party for any purpose.
11.3 This Agreement shall be governed by material Swiss Law without the conflict of law provisions. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, shall be exclusively settled by the courts of [Lugano], Switzerland.