GENERAL TERMS AND CONDITIONS FOR 1DLT SERVICE

INTRODUCTION

QPQ provides a novel system for the rapid deployment of EVM-based blockchains, through a software platform that is available as a service through its Portal www.qpq.io and through an application programming interface (the “1DLT”).

These General Terms and Conditions for 1DLT (the “Terms”) set out the terms and conditions upon which End User may use the 1DLT.

By scrolling through these Terms and clicking “Accept”, the End User unconditionally confirms to QPQ that its authorized representative who accepts this Terms has all necessary authority to accept the Terms for and on behalf of the End User.

1. INFORMATION ABOUT QPQ

1 DLT is provided by QPQ AG, a company incorporated and registered in Switzerland with registration number [•], whose registered office is at OfficeLab Zahlerweg, 5, 6300 Zug, (“QPQ”).

2. INTERPRETATION

2.1.In these Terms, save where the context requires otherwise, the following words and expressions have the following meaning:

“Additional Transactions Fee” means the amount payable by the End User in respect of each Transaction where the number of Transactions during the Subscription Period exceeds the amount contemplated by the relevant Package;  

“Agreement” means the agreement between the End User and QPQ, comprising the General Terms and Conditions with the respective Schedules for the provision of the 1DLT Service;

“Authorised User” means a person who is authorised by the End User to access the 1DLT service on behalf of the End User including the End User’s Clients;

“Client” means a user of the End User Platform or other customer of the End User to whom the End User provides service using 1DLT;

“Confidential Information” means information which is identified as confidential or proprietary by either party, or by the nature of which is clearly confidential or proprietary;

 “DLT” means distributed ledger technology;

“End User” means the person ordering 1DLT Service on the basis of the Agreement;

“End User Account” means an account set up by the End User [with an ID and password] that the End User and its Authorised Users use to access the 1DLT Service;

“End User Data” means the content and data that the End User makes available to QPQ and that is hosted by QPQ in connection with the provision of the 1DLT Service;

“End User Platform” means the software platform that the End User operates and makes available as a service;

“Fault” means an error in the 1DLT Service that causes it to fail to operate substantially;

“General Terms of Service” means these terms and conditions of service, as amended from time to time;

“Package” means list of services that included in price paid by the End Users and consists of 1DLT instance, certain numbers of transactions, availability level of support and TPS;

“Package Fees” means the fee payable by the End User in respect of the pre-purchased Package, as agreed between the parties;

“Portal” means the web application located at www.qpq.io

“Subscription Period” means a period of 30 days or 1 year depending on the chosen pre-payment basis following expiring of the Trial Period;

“Support Request” means a request made by the End User for support in relation to the 1DLT Service, including the correction of a Fault;

“Term” means initial Subscription Period and any Subscription Periods for which the Agreement renews thereafter in accordance with clause 5.2;

“Transactions per Second” is refered to as TPS through out the rest of the document. TPS is the amount of transaction capacity available via Consensus As A Service (see 3.1.3).

“Third Party Sites” has the meaning given in clause 7.4;                       

“Trial” means a free trial of the 1DLT Service during the Trial Period;

“Trial Period” has the meaning given to it in clause 4.1;

“VAT” means value added tax;

“Virus” means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including works, Trojan horses, viruses and other similar things or devices;

3. SERVICE DESCRIPTION

3.1.Pursuant to the Terms, QPQ shall provide End User service for the rapid deployment of EVM-based blockchains, through the software platform 1 DLT under the following terms and conditions:

3.1.1. 1DLT is Cloud Based and accessed via a Portal and/or via APIs.

3.1.2. 1DLT Node(s): A dedicated virtual machine (VM) for each End User consisting of at least one Ethereum node. Number of nodes and size of VM depends on the Package chosen by the user.

3.1.3. Consensus as a Service (CaaS): Nodes are connected to a QPQ operated service called Consensus as a Service. The purpose of CaaS is to validate transactions on public blockchains and provide an output back to the 1DLT node(s). CaaS will connect to at least one or more public blockchains.

3.1.4. Transactions: For every consensus request that is sent to CaaS, a transaction is performed. A transaction is complete when the CaaS module passes an output message to the 1DLT node indicating that the transaction was successfully processed.

3.1.5. Bridge Services: A service enabling communication between two different DLTs.

3.1.6. Netwatch: QPQ will provide this capability to the End Users in order for them to see activity on the Blockchains which CaaS is connected. End User can then therefore monitor its transactions.

3.1.7. Types of networks products are connected to:

Test net: Services are connected to test nets. The buyer of the service can ‘simulate’ scenarios and test the system. Service support is as a rule not provided for such services.

Main net: Services that are paid for are connected to main net. Meaning products are connected to other ‘live’ systems, networks and real end-users.

4. TRIAL

4.1.Save where the End User has previously accessed and used the 1DLT, the trial shall commence on the date the End User enters into Trial period for the 1DLT, and will continue (subject to earlier termination in accordance with clause 4.7 or clause 12) until the first release of 1DLT is done (the “Trial Period”).

4.2. During the Trial Period the End User gets and acces to 1DLT Service with configuration of Startup package as described in the Schedule 1 to these Terms, free of charge.

4.3. During 30 days after the commencement of the Trial Period 1DLT will be connected to test nets of various networks free of charge.

4.4. The Schedule 2 “Service Level Agreement” is not applicable during the Trial Period.

4.5. During the Trial Period support via Discord 7/5  will be provided.

4.6.Following expiry of the Trial Period, the Agreement will automatically renew for an initial Subscription Period in case the End User has fully prepaid the chosen Package. During the Trial period, the End User has right to prepay not less than 20% (twenty percent) of the annual package fee and to pay the remaining amount when the first release of 1DLT is done. Monthly packages will be available for the End User starting from the date of the first release of 1DLT. 

4.7.During the Trial Period, either party may terminate the Agreement on written notice to the other party with immediate effect.

4.8. In case of termination of the agreement under clause 4.7 the QPQ shall refund to the End User Package Fees pre-paid by the End User.

5. DURATION

5.1.The Agreement shall commence on the date that the End User agrees to these Term and Conditions and, subject to earlier termination in accordance with this Agreement, shall continue for the Term.

5.2. The initial Subscription Period shall automatically extend for a further Subscription Period at the end of the initial Subscription Period and at the end of each Subscription Period thereafter, unless either party gives written notice to the other party to terminate the Agreement at the end of the then-current Subscription Period, such notice to be given no later than ten (10) days prior to the expiry of the then current Subscription Period.

6. ACCESS TO THE 1DLT SERVICE

6.1. In order to have access to the 1DLT the End User might be verified by QPQ within [7] days after the commencement of the Agreement. QPQ may suspend or temporarily disable the 1DLT Service if the End User has not been verified within the aforementioned period.

6.2. If the End User has agreed to these Terms, the End User may test functioning of the 1DLT Service.

6.3. QPQ grants the End User a non-exclusive, non-transferable licence for the Term to access, use, and permit Authorised Users to access and use the 1DLT, in accordance with and subject to the terms and conditions of this Agreement.

6.4.The End User may not sublicense the rights granted in clause 6.3 other than to allow Authorised Users to access and use the 1DLT Service.

6.5.The End User may grant Authorised Users access to the 1DLT Service provided that the End User:

(a) does not make or give any representations, warranties or other promises concerning the 1DLT Service unless agreed by QPQ in writing from time to time;

(b) ensures that all Authorized Users are aware of the terms of the Agreement and act in compliance with them;

(c) ensures that the terms on which the Authorised User is granted access to the 1DLT Service protect QPQ and its proprietary rights in the 1DLT to the same extent as set out in this Agreement (and the End User will take reasonable steps to enforce such terms at QPQ’s request); and

(d) ensures that QPQ is not liable to the Authorised Users  in any way.

6.6. The End User is responsible for making all arrangements necessary for Authorised Users to gain access to the 1DLT Service.

6.7.The End User must treat any username and password used to access 1DLT as Confidential Information, and must not disclose such information to any third party (other than to Authorised Users) and must take appropriate safeguards in accordance with good industry practice to prevent unauthorised access to 1DLT Service.

6.8. The End User shall procure that each Authorised User keeps secure and confidential any username and password provided to, or created by, that Authorised User for their use of 1DLT, and that they will not disclose such username and password to any third party, including any other Authorised Users or persons within the End User’s organisation, company or business.

6.9. The End User is responsible for maintaining the confidentiality of its login details for its End User Account and for any activities that occur under its End User Account, including the activities of Authorised Users.

6.10. QPQ encourages the End User to use, and to encourage Authorised Users to use “strong” passwords (using a combination of upper and lower case letters, numbers and symbols) with its End User Account.

6.11. The End User must prevent any unauthorised access to, or use of, 1DLT Service, and must promptly notify QPQ in the event of any such unauthorised access or use.

6.12. The End User shall not at any time, whether during or after the Term, accept any commission or payment for, or otherwise seek to profit financially or otherwise from using 1DLT Service or granting access to 1DLT to Authorised Users, other than in connection with providing its services to its Clinets in the ordinary course of its business and according to this Terms.

7. END USER’S OBLIGATIONS

7.1.The End User:

(a) must comply with all applicable laws and regulations with respect to its use of the 1DLT Service and its activities under the Agreement;

(b) must use the 1DLT Service in accordance with the terms of the Agreement and shall be responsible for any acts and omissions in connection with the use of the 1DLT Service by its Authorised Users;

(c) must notify QPQ via its Portal if there are any changes to any of the End User’s contact details;

(d) must ensure that its network and systems, including its internet browser, complies with any relevant specifications provided by QPQ in writing (including e-mail) from time to time;

(e) is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the 1DLT Service;

(f) shall comply with any manuals or documentation provided by QPQ in relation to the use of the 1DLT Service; and

(g) must not do, or allow any Authorised Users to do, any of the following:

(i) access, store, distribute, or transmit any Virus through 1DLT;

(ii) use 1DLT to access, store, distribute, or transmit any material that is unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive;

(iii) use 1DLT in a manner that is illegal or causes damage or injury to any person or property;

(iv) use any automated system, including without limitation “robots”, “spiders”, or “offline readers”, to access 1DLT in a manner that sends more request messages to 1DLT than a human can reasonably produce in the same period of time by using a conventional online web browser;

(v) attempt to interfere with or compromise the integrity or security of 1DLT, and QPQ reserves the right, without liability or prejudice to its other rights under the Agreement, to disable access to all or any part of 1DLT by the End User or its Authorised Users, for any breach of any provision of this clause 7.1.

7.2. The End User warrants that the End User Platform or any otherpart of the End User’s business, is not illegal, fraudulent, or related to the promotion or distribution of: drugs and other illegal substances; weapons; counterfeit goods; child pornography or child abuse imagery; sexual, pornographic or obscene content; escort services; or any unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive content.

7.3. QPQ may monitor the End User’s and Authorised Users’ use of the 1DLT Service to ensure the quality of, and improve, the 1DLT Service, and verify the End User’s compliance with the Agreement.

7.4. 1DLT may contain links to, or call the servers of, third party websites, data or services that are not under QPQ’s control, solely at the direction of and/or as a convenience to the End User (“Third Party Sites”). As such, QPQ is not responsible for, and makes no express or implied warranties with regard to, the information, content or other material, products, or services that are contained on or are accessible through, or the policies regarding use and privacy in respect of, Third Party Sites. Access to and use of Third Party Sites, including information, content, material, products, and services on such websites or available through such websites, is solely at the End User’s risk.

8. IMPORTANT NOTE ON INTELLECTUAL PROPERTY RIGHTS

8.1. QPQ is the owner or licensee of all intellectual property rights in 1DLT. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved. Except as expressly set out in this Agreement, QPQ does not grant to the End User any rights to or licenses in respect of 1DLT.

8.2.The End User will not, when using the 1DLT Service:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of 1DLT in any form or media or by any means;

(b) attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to humanperceivable form all or any part of 1DLT;

(c) access all or any part of 1DLT in order to build a product or service which competes with the 1DLT Service, or use or attempt to use 1DLT to directly compete with QPQ; and

(d) erase or remove any proprietary or intellectual property notice contained in 1DLT; and

(e) make any copies of any party of the software code of 1DLT other than such copies as are reasonably necessary for the purposes of backup and security (provided that any such copies shall at all times be owned by QPQ).

8.3.The End User grants QPQ a license to access, download and use the End User Data for the purpose of:

(a) analysing the End User Data in accordance with 1DLT functionality;

(b) developing, testing, improving and altering the functionality of 1DLT; and

(c) producing anonymised or anonymised and aggregated statistical reports and research.

8.4. The End User represents and warrants to QPQ that it has the necessary right, title, interest and consent, in each case as necessary to allow QPQ to use the End User Data in accordance with this Agreement. The End User shall maintain a backup of End User Data and QPQ shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any End User Data.

8.5. QPQ may use the End User’s name, logo, and related trade marks in any of QPQ’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the End User uses the 1DLT Service and alongside any testimonials that the End User has agreed to give. The End User grants QPQ such rights as are necessary to use its name, logo, related trade marks and testimonials for the purpose of this clause 8.5.

8.6.The End User may use QPQ’s name, logo and related trade marks in connection with providing Authorised User access to the End User’s Platform and, subject to QPQ’s consent in the End User’s publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the End User uses the 1DLT Service. QPQ grants the End User such rights as are necessary to use its name, logo and related trademarks for the purpose of this clause 8.6 subject to the End User complying with QPQ’s reasonable directions as to the use of its name, logo and related marks.

8.7. The End User agrees to provide regular feedback to QPQ in relation to its use of the 1DLT Service. By submitting feedback, the End User acknowledges that QPQ may use and allow others to use this feedback in the 1 DLT Service or otherwise without any restriction and without payment of any kind to the End User.

9. CONFIDENTIAL INFORMATION

9.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party’s lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or

administrative body.

9.2. Each party shall hold the other party’s Confidential Information in confidence and, unless required by law, shall not make the other party’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.

9.3. Each party shall take all reasonable steps to ensure that the other party’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

9.4. Each party shall take a backup of its own Confidential Information and shall not be responsible to the other party for any loss, destruction, alteration, or disclosure of Confidential Information.

10. FEES AND PAYMENT

10.1. QPQ shall charge the End User at the beginning of each Subscription Period in respect of:

(a) The Package Fees due for that Subscription Period.

10.2. The End User can buy additional transactions for the Subscription Period for which it will be charged Additional Transactions Fee.

10.3. When the End User subscribes to the 1DLT Service, the Package Fees can be paid by a valid credit card (for example: Visa, MasterCard, American Express) for the 1DLT Service pre-paid on a monthly basis, or by a bank transfer or a valid credit card for the 1DLT Service prepaid on an annual basis. Access to 1DLT Services when the Trial Period is expired will be granted after receipt of the Package Fees. Monthly and annual  Package Fees will be charged to the credit card automatically. If the End User chooses to pay annual Package Fees by a bank transfer, QPQ will notify the End User about necessity to pay 30 days before expiration of the Subscription Period and the End User shall make a payment not later than 10 days before the expiration of the Subscription Period.

10.4. If QPQ has not received payment in full on the due date, and without prejudice to any other rights and remedies available to QPQ:

(a) QPQ may, without liability to the End User, suspend or temporarily disable all or part of the End User’s access to the 1DLT Service and QPQ shall be under no obligation to provide any access to the 1DLT Service while the relevant sum remains unpaid;

(b) the End User shall reimburse QPQ for all reasonable costs and expenses (including reasonable lawyers’ fees) incurred by QPQ in collecting any overdue amounts;

(c) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current SARON rate at the due date for payment of the relevant amount, commencing on the due date for payment and continuing until full paid.

10.5. All amounts stated or referred to in the Agreement:

(a) are exclusive of VAT unless otherwise expressly stated. If any VAT shall be applied to the amounts contemplated above, such VAT amount shall be accrued extra. Each party shall send the other a VAT invoice if it is requested to do so; and

(b) if the End User is required by applicable law to make any deduction or withholding from any payment to QPQ then the sum due in respect of such payment shall be increased so that, after the making of such deduction or withholding, QPQ receives a net sum equal to the sum it would have received had no such deduction or withholding been made.

10.6. Unless otherwise agreed between the parties in writing, QPQ may increase the Package Fees and/or Additional Transaction Fees upon giving at least twenty (20) days notice in writing to the End User, such increase to take effect from the commencement of the Subscription Period following expiry of such notice. If the End User does not agree with the increase, the End User may give notice to terminate the Agreement at the end of the then-current Subscription Period by providing at least ten (10) days written notice to QPQ, such notice to expire no later than the end of the then-current Subscription Period. The Package Fees and/or Additional Transactions Fees (as applicable) will not increase during the notice period.

10.7. To the extent that any Fees have been paid in advance for access to the 1DLT Service that is then not provided within 6 month from the date of conclusion of the Agreement due to QPQ’s fault, the Agreement shall be considered automatically terminated and QPQ shall provide the End User with a refund of such.

11. INDEMNIFICATION

11.1. The End User shall indemnify, defend and hold harmless, to the fullest extent permitted by law, QPQ, its officers, directors, employees, agents subcontractors and their respective successors and assigns, against any cause of action, all liabilities, losses, costs or expenses (including reasonable fees and expenses of legal counsel) with respect to any claim, whether threatened, asserted, accrued or contingent, by third parties, (i) arising out of QPQ’s failure to perform its obligations under this Agreement in any material respect including the failure of, or non-availability affecting the 1DLT Service and (ii) caused by QPQ’s gross negligence or wilful intent, excluding simple negligence and force majeure.

11.2.       The indemnification provisions of this Agreement shall remain operative and in full force and effect, regardless of the termination of this Agreement, and shall survive any such termination, provided the damage out of which the obligation to indemnify (i) arises out of or has its origin in an event which occurred during the time this Agreement was effective, and (ii) arises out of the other Party’s failure to perform its obligations under this Agreement in any material respect, and (iii) was caused by the other Party’s gross negligence or wilful intent, excluding simple negligence and force majeure.

12. SUSPENSION AND TERMINATION

12.1 Termination for cause

12.1.1. Failure to perfom

(i). Without prejudice to any other rights or remedies available to QPQ, if the End User fails to pay any sum due to QPQ and such sum remains outstanding for a further [ten (10)] days following notice requiring such sum to be paid, QPQ may immediately terminate the Agreement on giving notice to the End User, without liability for QPQ to the End User.

(ii) Without prejudice to any other rights and remedies available to QPQ, QPQ may terminate the Agreement by notice with immediate effect, or such notice as QPQ may in its sole discretion elect to give, if the End User infringes QPQ’s intellectual property rights in 1DLT;

(iii) Without prejudice to any other rights and remedies available to it, either party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other party, if that other party:

(a) is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or, if capable of remedy, the other party fails to remedy the breach within thirty (30) days after receiving written notice requiring it to remedy the breach;

(b) is in breach of any applicable law.

12.1.2. Bankruptcy and similar events

Without prejudice to any other rights and remedies available to it, either party may terminate the Agreement at any time with immediate effect on giving notice in writing to the other party, if one of the following events occurs:

(i)             if a Party is unable to pay its debts as they mature or declares its inability to meet its financial obligations, or files a petition for bankruptcy or a petition to take advantage of any insolvency act (e.g. Swiss “Nachlassverfahren”), or if bankruptcy proceedings against a Party have been instituted and not dismissed within 60 days or if bankruptcy of a Party has been declared;

(ii)           the appointment of a receiver, custodian, trustee, conservator, administrator or liquidator or any other officer with similar powers for a Party;

(iii)         ceasing of business, winding up or liquidation of a Party, save for the purposes of corporate restructuring;

(iv)          or, a material change in ownership of a Party adversely affects the interests of other Party, it being understood that “material change” shall mean the transfer of so many voting rights that the new owner will have at least 50% of the voting rights of a Party and that no ground for termination shall be presumed if the voting rights have been acquired for reorganisation purposes.

12.2. Termination for convenience

13.2.1. QPQ may terminate this Agreement at any time for convenience (including in order to discontinue the 1DLT Service) provided that where QPQ wishes to exercise its right to terminate for convenience it shall give the End User as much advance notice of the termination as is reasonably practicable in the circumstances.

12.3. Suspension

12.3.1. Without prejudice to any other rights and remedies available to QPQ, QPQ may immediately suspend the End User’s, an Authorised User’s or any Client’s right to access and use 1DLT, without giving prior notice to the End User, if:

(a) the End User is in material or persistent breach of any of the terms of the Agreement;

(b) the End User is in breach of applicable law; or

(c) the End User is guilty of any fraud or dishonesty or acts in any manner which, in the opinion of QPQ, brings or is likely to bring QPQ into disrepute or is materially adverse to the interests of QPQ.

12.4. Effects of termination

12.4.1. On termination of the Agreement for any reason:

(a) all rights and licences granted under the Agreement shall immediately terminate and the End User’s right to access and use the 1DLT Service, and to grant Authorised Users the right to access and use the 1DLT Service, will end;

(b) each party shall return to the other party or (at the other party’s request) destroy, and make no further use of, any Confidential Information (and all copies thereof) belonging to the other party (provided that each party may retain documents and materials containing Confidential Information to the extent required by law or any applicable governmental or regulatory authority).

12.4.2. If the End User terminates the Agreement under clause 12.1.2 or 12.2.1 to the extent that any Fees have been paid in advance for access to the 1DLT Service that is then not supplied, QPQ shall promptly provide the End User with a pro-rated refund of such.

12.4.3. QPQ shall permit the End User to download any End User Data from 1DLT for a period of 14 days after the expiry or termination of the Agreement. QPQ may thereafter:

(a) delete any End User Data at any time;

(b) retain End User Data upon expiry or termination of the Agreement in order to comply with applicable law, or as QPQ may deem necessary to prosecute or defend any legal claim (in which case QPQ may retain End User Data for a reasonable period of time pending resolution of such obligation or issue).

12.4.4. Termination of the Agreement for whatever reason shall not affect any rights or remedies of the parties that have accrued up to the date of termination.

12.4.5. Any provision of the Agreement that expressly or by implication is intended to come into force or continue in force on or after expiry or termination of this Agreement shall survive and continue in full force and effect.

13. LIMITED WARRANTY

13.1. QPQ undertakes to make the 1DLT Service available as set out in the Schedule 2, and the End User’s sole and exclusive remedy, and QPQ’s sole liability, with respect to any failure by QPQ to provide the 1DLT Service in accordance with Schedule 2 is for QPQ to use commercially reasonable efforts to repair the affected part of the 1DLT Service so that it is available in accordance with the Schedule 2.

13.2. Other than as set out in clause 13.1, the 1DLT Service is provided on an “AS IS” basis and QPQ gives no representations, warranties, conditions or other terms of any kind in respect of the 1DLT Service, whether express or implied, including (but not limited to) warranties of satisfactory quality, merchantability, fitness for a particular purpose, or non-infringement.

13.3. Except as expressly provided for in the Agreement:

(a) all representations, warranties, conditions and all other terms of any kind whatsoever implied by law are, to the fullest extent permitted by law, excluded from the Agreement; and

(b) QPQ will not be responsible for any interruptions, delays, failures, or non-availability affecting the 1DLT Service or the performance of the 1DLT Service which are caused by third party services (including Third Party Sites), errors or bugs in third party software, hardware, or the Internet on which QPQ relies to provide the 1DLT Service, or any changes to the 1DLT Service made by or on behalf of the End User, and the End User acknowledges that QPQ does not control such third party services and that such errors and bugs are inherent in the use of such software, hardware and the Internet.

14. QPQ’S LIABILITY

14.1. Subject to clause 14.2, QPQ will not be liable to the End User, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any loss arising under or in connection with the Agreement in conditions that fall into any of the following categories: loss (whether direct or indirect) of profit, goodwill, business, business opportunity, revenue, turnover or reputation; loss (whether direct or indirect) of anticipated saving or wasted expenditure; loss of or damage to data; or any special, indirect or consequential damage or loss, costs or expenses.

14.2. Nothing in the Agreement excludes or limits QPQ’s liability for death or personal injury caused by QPQ’s negligence, or for fraud or fraudulent misrepresentation.

14.3. QPQ’s total liability in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, arising under or in connection with the Agreement shall in all circumstances be limited to the Package Fees and Additional Transactions Fees paid by the End User in respect of the 3 months prior to the event giving rise to the claim.

15. CHANGES TO THE 1DLT SERVICE

The End User recognises that QPQ is always innovating and finding ways to improve the 1DLT Service with new features and services. The End User therefore agrees that the 1DLT Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the 1DLT Service.

16. NON-SOLICITATION

Each party agrees that it shall not, at any time during the Term and for 12 months thereafter, solicit or entice away from that party or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of that party.

17. GENERAL

17.1. Written communications

Applicable laws may require that some of the information or communications that QPQ sends to the End User should be in writing. When using the 1DLT Service, the End User accepts that communication with QPQ will mainly be electronic. QPQ will contact the End User by e-mail or via Portal and, for contractual purposes, the End User agrees to this electronic means of communication and the End User acknowledges that all contracts, notices, information and other communications that QPQ provides to the End User electronically comply with any legal requirement that such communications be in writing.

17.2. Notices

All notices given by the End User to QPQ must be given to [•] or via Portal. QPQ may give notice to the End User at either the e-mail address [•], or via Portal or postal address the End User provides to QPQ, or any other way that QPQ deems appropriate. Notice will be deemed received and properly served immediately when posted via Portal or 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such e-mail was sent to the specified e-mail address of the addressee.

17.3. Transfer of any rights and obligations.

The End User may not transfer, assign, charge or otherwise deal in the Agreement, or any of the End User’s rights or obligations arising under the Agreement, without QPQ’s prior written consent.

17.4. Force Majeur

No Party shall be liable to the other if performance of any of its obligations hereunder is prevented, hindered, or delayed by the occurrence of circumstances beyond its control, which circumstances shall include, but shall not be limited to, any act of God, act of any government or other statutory undertaking, industrial dispute beyond the area of control of such Party, fire, explosion, accident, power failure, flood, riot, or any kind of armed conflicts such as civil war or war (declared or undeclared), always provided (1) they constitute a force majeure event, i.e., are beyond the control of the Party invoking it, and (2) they are not the result of the failure of such Party to perform any of its obligations under this Agreement.

Following the occurrence of any such event the Party thereby affected shall immediately notify the other Party of such occurrence and such party shall use its best endeavours to overcome or to minimise the adverse effects thereof.

Performance of the affected and related obligations shall be postponed for a period equal to the time lost by reason of the delay. If as a result of force majeure a Party is rendered definitely unable to perform, or if the period of force majeure has lasted longer than three months or as soon as it is reasonably clear that it will last longer than thirty days, the other Party may, with immediate effect, terminate this Agreement in writing or rescind this Agreement with regard to the relevant part.

17.5. Third party rights.

Other than as expressly stated in the Agreement, a person who is not a party to this Agreement may not enforce any of its terms.

17.6. Waiver

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

17.7. Severability

If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions of the Agreement shall not be prejudiced.

17.8. Governing law

The Agreement shall be governed and construed in accordance with the laws of Switzerland excluding the conflict of law rules.

17.9. Dispute resolution

17.9.1. Informal Dispure Resolution

In the event of a dispute arising out of or in relation to this Agreement, the Parties agree to use their best efforts through their authorized representatives to resolve such dispute amicably in a fair manner reflecting the spirit of collaboration and good faith existing among them.

17.9.2. Jurisdiction

If a dispute arising out of or in connection with this Agreement cannot be resolved amicably by the Parties hereto, the Parties submit to the exclusive jurisdiction of the Courts of Zug, Switzerland.

17.10. Schedules

Schedule 1 – Packages and fees

Schedule 2 – Service Level Agreement

Schedule 3 – Data Processing Agreement

Schedule 1 – PACKAGES AND FEES

1. The End User shall choose type of Package and pre-payment  basis (monthly or annual) to be charged by QPQ

1.1. Fees for 1DLT access paid on monthly basis:

PackageMonthly Fee, CHFServices Delivered
Startup1’0001DLT Instance + 5’000 Transactions.
7/5 Support.
Up to 25 TPS.
Growth2’5001DLT Instance + 50’000 Transactions.
24/5 Support.
Up to 50 TPS.
Scale5’0001DLT Instance + 250’000 Transactions
24/7 Support.
Up to 250 TPS.
Enterprise10’0001DLT Instance + 1’000’000 Transactions.
24/7 Support.
Up to 500 TPS.

1.2. Fees for 1DLT access paid on annual basis:

PackageAnnual Fee, CHFServices Delivered
Startup10’0001DLT Instance + 50,000 Transactions.
7/5 Support.
Up to 25 TPS.
Growth25’0001DLT Instance + 500,000 Transactions.
24/5 Support.
Up to 50 TPS.
Scale50’0001DLT Instance + 2,500,000 Transactions.
24/7 Support.
Up to 250 TPS.
Enterprise100’0001DLT Instance + 10,000,000 Transactions.
24/7 Support.
Up to 500 TPS.

2. The End User can buy additional transactions for the Subscription Period that corresponds to the chosen type of Package, for which it will be charged Additional Transactions Fee of 150 (one hundred fifty) CHF. One package of additional transactions includes number of  transactions attributable to the relevant Package that shall be used within the Subscription Period. Additional transactions that were not used during the Subscription Period cannot be carried forward to the next Subscription period. [Number of additional transactions packages that might be bought by the End User within the same Subscription Period is unlimited.]

2.1. Number of Additional Transactions in Packages

PackageNumber of additional transactions
Start-up3’000
Growth6’000
Scale12’000
Enterprise30‘000

3. All Fees paid under the Agreement are non-refundable save as prescribed by the Agreement.

Schedule 2 – Service Level Agreement

1.1. System availability. QPQ will use commercially reasonable endeavours to make the 1DLT Service available with an uptime rate of 99.5% of the time, except for planned maintenance for which at least 24 hours’ notice will be given and unscheduled maintenance, for which QPQ will use reasonable endeavours to give the End User advance notice.

1.1.1. QPQ could provide higher level of availability of the 1DLT Service for the End User’s request for additional fee.

1.2. Customer Service: Support service is available depending on the pre-paid Package from [9 am] till [6pm] during [working week] via [Discord].

1.3. Transaction throughput as a network: QPQ will route the transactions to the public blockchain chosen by each End User.  Throughput, i.e. TPS, is a function of the traffic on that public blockchain at any moment in time.

1.4. Transaction throughput per End User instance: Each service package has a throughput cap, mentioned in the Schedule 1.

1.5. Finality: A typical service description would read ‘sub 10 second finality’. This describes the time taken for a public blockchain to complete a transaction. Service levels cannot be guaranteed by QPQ as it depends on the performance of the public blockchains.

1.6. The End User shall provide QPQ with:

(a) prompt notice of any Faults;

(b) such output and other data, documents, information, assistance and (subject to compliance with all of the End User’s security and encryption requirements notified to QPQ in writing) remote access to the End User’s System as are reasonably necessary to assist QPQ to reproduce operating conditions similar to those present when the End User detected the relevant Fault;

(c) any other reasonable information or assistance as QPQ may require in order to assess and resolve support requests.

[1.7. Reported Faults shall be acknowledged within [2] hours of such notification.]

1.8. The End User acknowledges that QPQ may subcontract the performance of the Support Services to any third party, provided that QPQ shall remain responsible for the performance of the Support Services and shall be liable for the acts and omissions of its subcontractors as if they were the acts and omissions of QPQ.

1.9. QPQ shall:

(a) prioritise all Support Requests based on its reasonable assessment of the severity level of the problem reported; and

(b) respond to all Support Requests in accordance with the responses and response times specified in the table set out below:

Severity level of FaultDefinitionService level response and response time
1Business Critical Failures:
An error in, or failure of, the 1DLT
Service that:
a) materially impacts the operations of the End User’s business;
b) prevents necessary work from
being done; or
c) disables major functions of
the 1QPQ Service from being
performed.
Level 1 Response:
Prompt acknowledgment of receipt of a
Support Request.
Level 2 Response:
QPQ shall use reasonable endeavours to
restore the 1DLT Service to a state that allows the End User to continue to use all functions of the 1DLT Service in all material respects within 8 hours after the Level 1 Response time has elapsed.
2System Fault with workaround:
a) a critical error in the 1DLT Service for which a workaround exists; or
b) a noncritical error in the 1DLT Service that affects the operations of the End User’s business.
QPQ shall, within 72 hours of receiving
the Support Request, use reasonable
endeavors to provide an emergency fix
or workaround, which allows the End User to continue to use all functions of the 1DLT Service in all material respects.
3Minor Error:
An isolated or minor error in the 1DLT Service that:
a) does not significantly affect
the 1DLT Service’s functionality;
b) may disable only certain nonessential functions; or
c) does not materially impact the
End User’s business performance.
QPQ shall use reasonable endeavours to provide a permanent remedy to any Fault within a reasonable time.

1.10. QPQ shall have no obligation to provide the Support Services where Faults arise from:

(a) any improper use, misuse or unauthorised alteration of the 1DLT Service by the End User;

(b) any use of the 1DLT Service by the End User in a manner inconsistent with the then-current documentation provided to the End User;

(c) the unavailability of any third party database or service.

Schedule 3 – Data Processing Agreement

1. Background

1.1. This data processing agreement (the “DPA”) forms an integral part of the General Terms and Conditions for the 1DLT Service (the “Terms”) and enters into force concurrently with the Terms.

1.2. In the event of a conflict between any of the provisions of this DPA and the provisions of the Terms, the provisions of this DPA shall prevail. In case of conflict between any provisions of the DPA and Standard Contractual Clauses, the provisions of the Standard Contractual Clauses shall prevail.

1.3. For the purposes of this DPA, the parties acknowledge that the End User shall be the Controller and QPQ shall be the Processor. To the extent QPQ processes End User Personal Data on behalf of the End User as a processor as a result of hosting the End User Data or otherwise as a result of the End User’s use of the 1DLT Service, it shall do so in accordance with this DPA.

2. Definitions

2.1. Unless otherwise set out below, each capitalised term in this DPA shall have the meaning set out in the Terms and the following capitalised terms used in this DPA shall be defined as follows:

“End User Personal Data” means:

(a) any personal data contained in the End User Data, including:

(i) the names and contact details of the End Users or its Clients;

(ii) details of Clients’ identification documents, including document type, number, date of issue and date of expiry;

(iii) biometric data relating to Clients;

(iv) the results of the identity verification process;

(v) duration of the End User’s use of the 1DLT Service;

(vi) the names, contact details and the content of any communications with the End User’s employees, agents and contractors; and

(b) any other personal data that QPQ Processes on behalf of the End User during the Term in connection with the End User’s use of and access to the 1DLT Service;

“Data Protection Laws” means the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (“GDPR”), Swiss Federal Act on Data Protection of June 19, 1992 (“FADP”), with respect to each law only if and to the extent applicable to the respective processing activity.

“European Economic Area” or “EEA” means the Member States of the European Union together with Iceland, Norway, and Liechtenstein;

“Onward Transfer” means transfer of Data Subject’s personal data as part of End User Personal Data to any other controller or (sub)processor outside EU/EEA or Switzerland .

“Party” means either QPQ or the End User;

“Parties” means both QPQ and the End User;

“Relevant Transfer” means a transfer out of the EU/EEA or Switzerland of End User Personal Data pursuant to this DPA;

“Security Incident” means any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any End User Personal Data;

“Subprocessor” means any Processor engaged by QPQ who Processes End User Personal Data on QPQ’s behalf for the purpose of the Terms;

“Standard Contractual Clauses” means either the standard data protection clauses adopted under the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council as may be amended or replaced from time to time by the European Commission, any applicable data protection authority, or other body with competent authority and jurisdiction, or any subsequent version thereof released by the European Commission.

The terms “personal data”, “Controller”, “Processor”, “Data Subject”, “Process” and “Supervisory Authority” shall have the same meaning as set out in the GDPR.

3. Data Processing

3.1. QPQ will only Process End User Personal Data in accordance with the Agreement, to the extent necessary to provide the 1DLT Service to the End User, and the End User’s written instructions, unless Processing is allowed or mandated by Swiss Confederation, European Union, any European Union Member State or any other applicable laws or legislation to which QPQ is subject, in which case QPQ shall, to the extent permitted by applicable law, inform the End User before Processing that End User Personal Data.

3.2. The Terms  and this DPA shall be the End User’s complete and final documented instructions to QPQ in relation to the Processing the End User Personal Data.

3.3. Processing outside the scope of the Agreement will require prior written agreement between the End User and QPQ on additional documented instructions for Processing.

3.4. The End User shall ensure its compliance with Data Protection Laws in relation to the End User Personal Data disclosed to and exchanged with QPQ in accordance with this DPA, including the accuracy and lawfulness of Processing the End User Personal Data by the Parties in accordance with the DPA, the provision of all applicable notices and information to Data Subjects and references to QPQ  as required under applicable Data Protection Laws.

3.5. The End User will ensure that it has an appropriate legal basis under applicable Data Protection Laws for Processing Personal Data including, but not limited to, by obtaining any consents, if required under applicable Data Protection Laws for the lawful Processing of End User Personal Data by QPQ in accordance with the Terms.

3.6. When Processing of personal data of a child, the End User shall make reasonable efforts to assure that the holder of parental responsibility over the child has given a consent for the Processing or authorized the Processing in another manner required under Data Protection Laws. The End User shall inform QPQ of unauthorized sessions after which QPQ shall delete the related End User Personal Data Processed by QPQ or any Subprocessors. If QPQ detects an unauthorised session, it may delete the End User Personal Data Processed by QPQ or any Subprocessors.

4. Subprocessors

4.1. The End User agrees that QPQ may use Subprocessors to Process End User Personal Data, provided it enters into a written agreement with the Subprocessor which imposes the same obligations on the Subprocessor with regard to their Processing of End User Personal Data as are imposed on QPQ under this DPA. Upon such demand by the End User, QPQ shall notify to the End User all Subprocessors used by QPQ.

4.2. QPQ shall notify the End User of any changes to the Subprocessors it uses to Process End User Personal Data (including any addition or replacement of any Subprocessors). If the End User does not approve of a new Subprocessor, then the End User may give notice to terminate the Terms at the end of the then-current Subscription Period by providing at least fourteen (14) days written notice to QPQ.

If no objection has been raised prior to QPQ adding or replacing of a Subprocessor, QPQ will deem the End User to have authorised the new Subprocessor.

4.3. QPQ shall at all times remain responsible for compliance with its obligations under the DPA and will be liable to the End User for the acts and omissions of any Subprocessor as if they were the acts and omissions of QPQ.

5. International Transfers

5.1. QPQ shall not transfer the End User Personal Data to a recipient in a country or territory outside the EU/EEA or Switzerland unless:

(a) the recipient, or the country or territory in which it Processes or accesses the End User Personal Data, ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the Processing of End User Personal Data as determined by applicable Data Protection Laws; or

(b) the transfer is based on the Standard Contractual Clauses or another legally recognised transfer method.

5.2. In case of Onward Transfer by the End User a relevant module of Standard Contractual Clauses shall apply and the End User shall procure that the entity receiving the End User Personal Data upon the Onward Transfer observes the same obligations as those imposed on the End User under Standard Contractual Clauses and this DPA.

5.3. In case of Relevant Transfer QPQ shall comply with obligations of data exporter 1DLT Service and Processing by QPQ. For Relevant Transfer, Standard Contractual Clauses shall apply if relevant.

6. Data Security, Audits and Security Notifications

6.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, QPQ shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including any measure set out in Terms and (as appropriate) any other measures listed in Article 32(1) of the GDPR. QPQ is entitled to unilaterally change and update such measures provided that the measures, at all times, comply with Article 32(1) of the GDPR.

6.2. QPQ shall make available to the End User all information necessary to demonstrate compliance with the obligations set out in this DPA and that are stemming directly from the GDPR or the FADP and at the End User’s request, allow for and contribute to reviews of data files and documentation or of audits of the processing activities covered by these clauses, in particular if there are indications of non- compliance.

6.3. The End User may choose to conduct the audit by itself, to mandate, at its own cost, an independent auditor or to rely on an independent audit mandated by the data processor. The End User’s audit, access, and inspection rights under this clause are limited to the QPQ’s records only (including inter-alia the registers of personal data processing activities, the registers of recipients of personal data) and does not apply to QPQ’s physical premises. Any audit and request for information shall be limited to information necessary for the purposes of this DAP and shall give due regard to the QPQ’s confidentiality obligations and legitimate interest to protect business secrets.

6.4. Where required under Article 28(3)(h) of the GDPR or FADP, Party shall immediately notify the other Party in the event that notifying Party believes the other Party’s instructions conflict with the requirements of the GDPR or FADP.

6.5. If Party becomes aware of a Security Incident, Party will (a) notify the other Party of the Security Incident without undue delay, (b) investigate the Security Incident and provide such reasonable assistance to the Party (and any law enforcement or regulatory official) as required to investigate the Security Incident, and (c) take steps to remedy any non-compliance with this DPA.

6.6. Parties shall treat the End User Personal Data as respective Party’s Confidential Information, and shall ensure that any employees or other personnel that have access to the End User Personal Data have agreed in writing to protect the confidentiality and security of the End User Personal Data and do not Process such End User Personal Data other than in accordance with this DPA.

6.7. End User shall confirm and agree on any notice of Security Incident to the supervisory authority, to public or Data Subject(s), beforehand with QPQ.

6.8. Each Party certifies that:

(a) it has not purposefully created back doors or similar programming that could be used to access the system and/or personal data,

(b) it has not purposefully created or changed its business processes in a manner that facilitates access to personal data or systems, and

(c) that national law or government policy does not require the Party to create or maintain back doors or to facilitate access to personal data or systems or for the Party to be in possession or to hand over the encryption key.

Notwithstanding other applicable rights of QPQ, QPQ shall have the right to immediately terminate the Agreement if the End User acts in violation of sentence 1 of this clause 6.8.

7. Access Requests and Data Subject Rights

7.1. Save as required (or where prohibited) under applicable law, QPQ shall notify the End User of any request received by QPQ from a Data Subject, whether directly or through a Subprocessor, in respect of their personal data included in the End User Personal Data, and shall direct the Data Subject to the End User, who shall respond to the Data Subject’s request. For avoidance of doubt, QPQ has the right to communicate with the Data Subject in order to clarify the request, including whether the request is submitted regarding the End User, and provide information to the Data Subject regarding the identity of the Controller.

7.2. Party shall notify the other Party of any request for the disclosure of End User Personal Data by a governmental or regulatory body or law enforcement authority (including any data protection supervisory authority) unless otherwise prohibited by law or a legally binding order of such body or agency.

7.3. End User shall notify QPQ of any inquiries by the supervisory authorities about 1DLT Service or QPQ Processing of End User Personal Data.

8. Assistance

8.1. Where applicable, taking into account the nature of the Processing, and to the extent required under applicable Data Protection Laws:

(a) Parties shall use all reasonable endeavours and not hinder the other Party’s efforts towards compliance, to assist each other by implementing appropriate technical and organisational measures and all other necessary compliance measures, insofar as this is possible, for the fulfilment of the Parties obligation to comply with applicable Data Protection Laws and to respond to requests for exercising Data Subject rights laid down in the applicable Data Protection Laws; and

(b) QPQ shall provide reasonable assistance to the End User with any data protection impact assessments and with any prior consultations to any Supervisory Authority of the End User, in each case solely in relation to Processing of End User Personal Data and taking into account the information available to QPQ.

9. Notifications of the Personal Data Breaches

9.1. In the event of a personal data breach, QPQ shall cooperate in good faith with and assist the End User in any way necessary for the End User to comply with its obligations under Articles 33 and 34 of the GDPR and Article 22 of the FADP, as applicable, taking into account the nature of processing and the information available to QPQ.

9.2. In the event of a personal data breach concerning data processed by QPQ, it shall notify the End User without undue delay and at the latest within 48 hours after having become aware of the breach.

9.3. QPQ shall assist the End User in notifying the personal data breach to the competent supervisory authority, where relevant.

10. Duration and Termination

10.1. QPQ shall, within 14 days of the date of termination of the Terms, delete and use all reasonable efforts to procure the deletion of all other copies of End User Personal Data Processed by QPQ or any Subprocessors.

10.2. Upon the End User’s written request submitted prior to termination of the Terms and subject to separate agreement between the Parties QPQ will return a copy of a selection of End User Personal Data by secure file transfer in such a format as notified by End User to QPQ.

10.3. QPQ and its Subprocessors may retain End User Personal Data to the extent required by applicable law, or as QPQ may deem necessary to prosecute or defend any legal claim, provided that such End User Personal Data is retained only to the extent and for such period as required by applicable laws or pending resolution of any issue, and always provided that QPQ shall ensure the confidentiality of all such End User Personal Data.

10.4. QPQ and its Subprocessors may retain End User Personal Data in its backup systems, from which the corresponding End User Personal Data will be deleted after the end of the backup cycle.

QPQ ensures that during the backup period appropriate safeguards are applied and the backed-up materials are put beyond the use.