Terms and conditions

POOL OF STAKE ICO

Preamble

Pool of Stake (hereinafter “PSK” is a pool for Proof of Stake (“PoS”), the consensus algorithm used by new cryptocurrencies, the future of blockchain. The main goal of PSK is to increase profits for small miners who unite in the pool;

PSK runs fully on Smart Contracts, i.e. fully transparent and immutable computer protocols. 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 used: PSK Token and KEY Token. PSK Token is an ERC-20 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. The KEY 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. KEY 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 KEY 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 the PSK Tokens held and the value of the daily reward is important. 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.

1. DEFINITIONS

Unless otherwise defined in this Agreement, capitalized terms used herein shall have the following meaning:

Company means Pool of Stake SA, Via Ferruccio Pelli 10, 6900 Lugano

Confidential Information has the meaning as defined in Article 9 (Confidential Information/Media Release) of this Agreement.

Contribution Amount means the amount of Euro, Dollars or ETH or other cryptocurrencies that the Contributor will transfer to PSK in order to obtain PSK Tokens as specified in Article 2.

Contributor means a person (male or female independently from the pronoun used in these Terms) or an entity that transfers a Contribution Amount to the Company in exchange for PSK Token.

ETH means the blockchain token of Ethereum.

Ethereum means 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 means 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 means Initial Coin Offering, a smart-contract based contribution for the sale of PSK Tokens.

Intellectual Property means 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 means the articles of incorporation, certificate of incorporation, charter and by- laws.

Project means 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 means 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.

Terms means these Terms & Conditions

Token Distribution Plan means the plan regarding the PSK Token distribution, as described in the White Paper.

Wallet means the wallet that Contributors use to send to ETH or other cryptocurrencies to the Company in order to receive PSK Tokens.

2. DISCLAIMER

PSK is operating as a company selling tokens that will be used within the PSK platform. 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.

3. TERMS

The Terms constitute a binding agreement between the Company and the Contributor.

These Terms provide certain information with regards to purchasing and using PSK Tokens, but they do not purport to contain all information relating to PSK Tokens. In particular, they are not deemed to provide (and must not be held as such) any advice relating to the Contributor’s decision whether or not to purchase PSK Tokens and must not be considered as providing complete information in relation to such a decision.

4. PSK PROJECT

The Company 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.

The Company must use its best endeavours to implement the Smart Contract System and to obtain the fulfilment of the Project and the Project Plan.

The Company 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.

The Company explicitly reserves the right to fully or partially offer its services through controlled subsidiaries or partner companies incorporated in jurisdictions other than Switzerland.

It is expressly understood that the PSK’s obligations are obligations 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.

5. PSK TOKEN FUNCTIONALITY

PSK Tokens shall grant to its holders a discount on the fees payable when withdrawing the reward attributable to the staked PoS coins according to the following table:

PSK to reward value proportion*Reward for Pool of Stake memberWithdrawal fees
0 % of reward value85 % of proportional reward10 % of proportional reward
20 % of reward value86 % of proportional reward9 % of proportional reward
40 % of reward value87 % of proportional reward8 % of proportional reward
60 % of reward value88 % of proportional reward7 % of proportional reward
80 % of reward value89 % of proportional reward6 % of proportional reward
100 % of reward value90 % of proportional reward5 % of proportional reward
120 % of reward value91 % of proportional reward4 % of proportional reward
140 % of reward value92 % of proportional reward3 % of proportional reward
160 % of reward value93 % of proportional reward2 % of proportional reward
180 % of reward value94 % of proportional reward1 % of proportional reward
200% of reward value95 % of proportional reward0% of proportional reward

 

PSK Tokens carry no rights express or implied in the PSK Project other than the right to get a discount as described above, provided that the PSK Project has not been abandoned. In particular, the Contributor understands and accepts that he has no right to claim as holder of PSK Token(s) any asset, intellectual property rights, equity or equivalent rights in the PSK Project or the Company.

PSK Tokens neither provide Contributor with a conversion right into shares of the Company or other equity of the Company nor any other right whatsoever, nor represent or confer any ownership right or stake, share or security or equivalent rights, voting right or any right to receive dividends, future revenue shares, intellectual property rights or any other form of participation in the Company and/or its corporate affiliates and/or the PSK Project. The Participant understands and accepts that he will have no influence over governance of the Company and the PSK Project.

Nothing in these Terms shall be construed as an approval in the conditions for issue or consent by the Contributor in accordance with art. 973c Section 1 of the Swiss Code of Obligation to issue uncertificated securities or as will of the parties to issue a certificated security.

6. PSK TOKEN SALE

Minimum Contribution Amount: no minimum

Maximum Contribution Amount: no maximum

Price of PSK during Token Sale: 1 PSK = EUR 0.30

Main currencies accepted: EUR / ETH / BTC

Total number of PSK issued: 73,344,008

Total number of PSK for sale: 55,344,000; or less subject to any private PSK Token sale made by Company

Maximum Total PSK Supply: The total PSK Tokens supply will be 73,344,008. No additional PSK Tokens will be created.

Contribution Period: The public contribution period starts on ……August 2018 at 12:00 CET and concludes on the ….September 2018 at 12:00 CET, or earlier if all the PSK Tokens are sold.

Creation Rate: The amount of PSK Tokens allocated for Contribution in ETH, BTC or other cryptocurrencies will depend on the exchange rate between ETH/BTC/other cryptocurrency and EUR as calculated by coinmarketcap.com.

Transferability of PSK Tokens: PSK Tokens sold during the ICO are freely transferable after assignment to the Contributor.

7. TOKENS RETAINED BY THE COMPANY

Approximately 10% of the PSK Tokens will be retained by the Company (the “Retained Tokens”). Approximately 50% of the Retained Tokens will be placed into time-locked smart contracts and remain in a locked state for at least 24 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.

8. KYC & AML REGULATIONS

Every Contributor must comply with the applicable anti-money laundering regulations and, if so required, cooperate for the identification process according the provisions for the prevention of money laundering. The Contributor must in particular (without limitation) answer fully and truthfully to any question or information request by the Company in relation to any anti-money laundering requirements.

9. RISKS

The Contributor understands and accepts the risks in connection with making a contribution to the Company 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. 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.

10. Representations and Warranties of the Company

The Company hereby represents and warrants to Contributor, as of the date hereof, as follows:

Corporate Status: the Company 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 the Company, 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 the Company’s Organizational Documents; (B) any provision of any judgment, decree or order to which the Company 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 the Company is a party or by which it is bound; or (D) any laws applicable to the Company that it is aware of or should be aware of, or (ii) the creation of any material lien, charge or encumbrance upon any material assets of the Company. Contributor understands that the PSK Tokens and the ICO may not be well defined under law. The Company has taken reasonable steps to ensure the legitimacy of its operations.

Intellectual Property: the Company has good and valid title to all owned Intellectual Property. To the extent that could be reasonably known to the Company, it does not infringe, dilute, misappropriate or otherwise violate the rights of any third party in respect of any Intellectual Property. None of the Company’s Intellectual Property is subject to any outstanding order, ruling, decree, judgment or stipulation by or with any court, tribunal, arbitrator or Governmental Authority.

11. Representations and Warranties of Contributor

Contributor hereby represents and warrants to the Company, as of the date hereof, as follows:

Contributor is not a citizen, resident (tax or otherwise) or green card holder of the United States of America, or is a resident of the People’s Republic of China, Canada, Israel, Vietnam or South Korea;

Contributor is 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.

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) the Company 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 the Company or any other person to request any refund or redemption of the Contribution Amount;

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.

12. Covenants

From the date of this Agreement, PSK shall:

Publish on www.poolofstake.io with periodic updates (at least twice yearly) 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 the Company in connection with the Project;

distribute the PSK Tokens in accordance with the Token Distribution Plan, with appropriate disclosures.

13. Indemnification and Liability

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.

14. Confidential Information/Media Release

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.

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”).

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.

15. Miscellaneous

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.

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.

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 relation to, this contract, including the validity, invalidity, breach, or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be three;

 

The seat of the arbitration shall be Lugano unless the parties agree on a city in another country) and the arbitral proceedings shall be conducted in English.

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Payment instruction (ETH)

To Address

Gas limit

GWEI

Thank you for your support! Please proceed as follows. First, transfer from your Ethereum wallet your donation to the above shown address. Set GAS limit and GWEI as stated above. 10 days after the end of the ICO your corresponding amount of PSK tokens will be transferred to your Ethereum wallet you used.(Important: Please use only an Ethereum wallet that supports ICO mechanisms, e.g. Mist or MetaMask.)