TOKEN SALE AGREEMENT TERMS AND CONDITIONS Last Updated: By purchasing HQX Tokens from HOQU LLP, a private limited company organized under the laws of Great Britain, ( HOQU or the Company ) Purchaser shall be bound by these Terms of token sale and all terms incorporated herein. Note that Section 13 contains a binding arbitration clause and class action waiver, which affect the relevant party s legal rights. If Purchaser do not agree to these terms of token sale, it is not advisable to make any contributions to the Company and not advisable to purchase HQX tokens. The purchase of HQX Tokens during the public sale from the Company shall be subject to these terms of token sale (hereafter the "Terms and Conditions"). Each participant and the Company is a "Party" and, together, the "Parties" hereafter and hereto. For any questions regarding the Terms and Conditions outlined herein, please contact us at info@hoqu.io The following Token Purchase Agreement (hereafter the Agreement ) contains the Terms and Conditions that govern the purchaser s use of the purchased goods and services (the HQX Tokens ) and is an agreement between the party or the entity represented ( Purchaser hereafter) and the Company. The Purchaser and the Company are herein referred to individually as a Party and collectively, as the Parties. IMPORTANT INFORMATION: PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY IN ITS ENTIRETY. The Company is issuing and selling up to 34 666 632 prototype tokens ( HQX Tokens ) during the Pre-Sale event of the Company s token sale, commencing on November 13, 2017. The tokens are tokens of utility, which can be used to participate in the Company's decentralized advertising platform prototype. After the Pre-Sale Event, the Company shall issue 519 999 480 digital tokens, which are ERC20 compliant liquidity tokens, called HQX Tokens, which shall be issued in several Token Sale rounds that shall hold value and utility in the HOQU decentralized advertising platform.
For the purposes of mutual representations, warranties and agreements prescribed in the given Agreement, the receipt and sufficiency of which are acknowledged and agreed, the Company and Purchaser hereby agree as follows: 1. Pre-Sale of HQX Tokens. (a) Issuance and Sale Cap. The Company shall issue up to 34 666 632 HQX Tokens in the Pre-Sale stage (the "Pre-Sale Cap"). (b) Price. Prior to the Pre-Sale, starting on November 13, 2017, Pre-Sale purchasers shall be entitled to a special invite-only Pre-Sale discount. (c) Pre-Sale Allocation. Should (i) the Company reach the Pre-Sale Cap or (ii) any notifications are raised on the anti-money laundering screen, the quantity of HQX tokens allocated to the Purchaser may be zero or less than the total amount requested by the Purchaser. In case of a reduced allocation due to (i), the Parties agree that the Company shall allocate HQX tokens pro-rata amongst Pre-Sale Purchasers. (d) Allocation of Refunds. The Company shall notify Pre-Sale Purchasers of their allocation no later than within 10 minutes of purchasing during the Pre-Sale. The Company does not make refunds on purchased tokens and all investors are free to sell their acquired tokens within 2-3 weeks of purchase on stock exchanges. 2. Issuance and Sale of HQX Tokens during the Pre-Sale Event. (a) Issuance and Sale Cap. The Company shall issue up to 34 666 632 HQX tokens during the Pre-Sale. All tokens not sold at the Pre-Sale event shall be offered at a later period. The total amount of HQX tokens offered at the Pre-Sale shall not exceed 34 666 632. (b) Price. The price of HQX Tokens during the Pre-Sale Event shall be 1 ETH = 7000 HQX During the first 24 hours of the Pre-Sale Event, the Company shall accept purchases of up to $100,000 in participation (the "Maximum Contribution"). The total amount of Purchaser contributions shall be determined using the relevant rates of exchange based on the respective exchange rates available as of 13 November, 2017. Purchasers who exceed the Maximum Contribution or make payments after the Pre-Sale has been hit shall have chargebacks at their expense. The time of payment shall be the time the transaction is mined into the blockchain. A detailed description of the token distribution mechanism shall be published in the Company official blog at https://blog.hoqu.io (d) Payments
The Company shall accept payments only from registered accounts. The Company shall accept payment in either BTC or ETH. The time of payment shall equal the time the transaction is mined into the blockchain. 3. Issuance and Sale of HQX Tokens. (a) Issuance and Sale Cap. After the end of the Pre-Sale, the Company shall issue and sell 519 999 480 HQX Tokens, which shall be issued at the Main Sale Event after the end of the Pre-Sale, which will have utility in the HOQU decentralized platform. 4. Delivery of HQX Tokens. (a) The Purchaser is obliged to provide all personal information requested by the Company in Section 6(b) within twelve (12) months of the Purchaser s contribution in order to receive HQX Tokens. If the Purchaser fails to provide the requested information, the Company reserves the right to refuse delivery of the HQX Tokens and shall not be liable for any refunds of the Purchaser s contribution. (b) If the Purchaser has provided a token delivery wallet address and personal information as outlined in Section 4(a) and Section 6(b), the Company shall deliver the quantity of HQX Tokens acquired by the Purchaser within 3 days of the end of the Pre-Sale Event (the Token Delivery Deadline ). 5. Purpose and Use of Tokens in the Ecosystem. (a) The HQX Tokens are utility tokens that shall be used in the Company s decentralized platform in the following manner. - Payment for affiliate network services by advertisers; - Payments from affiliate networks; - Payments from advertisers to affiliates. (b) Purchase, ownership, receipt, or possession of HQX or HQX Tokens (collectively the Tokens ) carries no rights, expressed, deemed or implied, other than the right to use such Tokens as a means of participating, interacting or carrying out transactions on the Company s platform and ecosystem. The Purchaser understands and accepts that Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights or any relevant rights to receive future revenue shares, intellectual property rights or any other form of participation in or related to its corporate affiliates, other than rights related to the provision and receipt of services from the Company, subject to the limitations and conditions outlined in the Agreement herein. The Tokens are not intended to be a digital currency, security, commodity, or any kind of financial instrument.
6. Eligibility (a) In order to be eligible to participate in the Company s token sale, the Purchaser must have an Ethereum wallet that supports the ERC - 20 standard in order to receive any Tokens purchased from Company (the Token Receipt Address ). The Company reserves the right to amend any requirements regarding wallet requirements. (b) In order to be eligible for participation in the Company s token sale, Purchasers must be eighteen (18) years of age. (c) In order to be eligible for participation in the Company s token sale, Purchasers must submit all required personal information, including name, date of birth, address, and provide any requested identity verification documents requested by the Company in order to satisfy their know your customer requirements within twelve (12) months of the Purchaser s contribution. (d) The Purchaser is not eligible to purchase any HQX Tokens if the Purchaser is a citizen or resident (tax or otherwise) of Singapore, or other Singapore Person. "Singapore Person" is generally defined as a natural person, residing in Singapore, or any entity organized or incorporated under the laws of Singapore. (e) The Purchaser is not eligible to purchase any HQX Tokens if the Purchaser is a citizen or resident (tax or otherwise) of the People's Republic of China ("PRC"), or other PRC Person. "PRC Person" is generally defined as a natural person, residing in the People's Republic of China, or any entity organized or incorporated under the laws of the People's Republic of China. (f) The Purchaser is not eligible to purchase any HQX Tokens if the Purchaser is a citizen or resident (tax or otherwise) of South Korea. (g) The Purchaser is not eligible to purchase any HQX Tokens, unless the Purchaser is an "Accredited Investor" as that term is defined in the Securities Act of 1933, if the Purchaser is a green card holder of the United States or a citizen or resident (tax or otherwise) of the United States of America, or other U.S. Person. "U.S. Person" is generally defined as a natural person, residing in the United States, including American Samoa, Guam, Northern Mariana Islands, Puerto Rico, U.S. Virgin Islands, or any entity organized or incorporated under the laws of the United States. U.S. citizens living abroad may also be deemed "U.S. Persons" under certain rules. 7. Cancellation; Refusal of Purchase All Token purchases from the Company are final and no refunds or cancellations are accepted, unless required by applicable law or regulation. The Company reserves the right to refuse or cancel Token purchase requests at any time at its sole discretion.
8. Token Allocation. Important information about the Company s creation and intended use of the Tokens is provided in the Company s whitepaper at https://www.hoqu.io/#whitelist. By purchasing Tokens, the Purchaser acknowledges that the Purchaser has read and understands the whitepaper. 9. Acknowledgment and Assumption of Risks. The Purchaser acknowledges and agrees that there are risks associated with purchasing Tokens, owning Tokens, and using Tokens for the provision or receipt of services from the Company. By purchasing Tokens, the Purchaser expressly acknowledges and assumes all risks associated herein and hereafter. 10. Security. The Purchaser is responsible for implementing reasonable measures for securing the Wallet or other storage mechanism the Purchaser uses to receive and hold Tokens purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If the Purchaser s private key(s) or other access credentials are lost, the Purchaser may lose access to the Purchaser s Tokens. The Company does not bear responsibility for any losses, costs or expenses related to lost access credentials. 11. Personal Information. The Company reserves the right to determine, at its sole discretion, that it is necessary to obtain certain information about the Purchaser in order to comply with applicable laws or regulations in relation to the sale of Tokens to the Purchaser. The Purchaser agrees to provide the Company with such information promptly upon request. The Purchaser acknowledges that the Company reserves the right to refuse selling Tokens to the Purchaser, until the Purchaser provides all requested information and determines that it is permissible to sell Tokens to the Purchaser under applicable laws or regulations. 12. Taxes. Any amounts that the Purchaser pays for Tokens are exclusive of all applicable taxes. The Purchaser is responsible for determining if any taxes apply to the Purchaser s acquisition of Tokens, including sales, use, value added, or any other taxes. It is also the Purchaser s responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any
sales, use, value added, or similar tax arising from the Purchaser s acquisition of Tokens. 13. Dispute Resolution; Arbitration (a) Binding Arbitration. Except for any disputes, claims, lawsuits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either Party seeks to invoke action in claims courts or seeks injunctive or other equitable relief for alleged unlawful use of intellectual property, including, without limitation of copyrights, trademarks, trade names, logos, trade secrets or patents relevant hereto, the Purchaser and the Company: (i) Waive the Purchaser and the Company s respective rights to have all Disputes arising from or related to the Terms outlined herein resolved in a court, and; (ii) Waive the Purchaser and the Company s respective rights to a jury trial. Instead, the Purchaser and the Company shall arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more entities charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court). (b) No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to the Terms outlined herein is personal to the Purchaser and the Company and shall be resolved solely through individual arbitration, and shall not be brought as a class arbitration, class action or any other type of Representative proceeding. There shall be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a Representative of another individual or group of individuals. A Dispute cannot be presented as a class or other type of representative action within or outside of arbitration, or on behalf of any other entity, individual or group of individuals. (c) Notice; Informal Dispute Resolution. Each Party shall notify the other Party in writing of any arbitration or small claims Dispute within thirty (30) days of the date it arises, so the Parties can attempt to resolve the Dispute informally in good faith and amicably. Notice to the Company shall be sent via email to the Company at info@hoqu.io. Notice to the Purchaser shall be sent via email to the email address the Purchaser provides. The Purchaser s notice must include the following;
(i) The Purchaser s name, postal address, email address and telephone number, (ii) A description in reasonable detail of the nature or basis of the Dispute, and; (iii) The specific relief that the Purchaser seeks. If the Purchaser and the Company cannot agree on Dispute resolution grounds within thirty (30) days after the date the notice is received by the applicable Party, either the Purchaser or the Company are allowed to commence, in accordance with this Section 13, an arbitration proceeding or file a claim in court as provided for in clause 13(a),. (d) Process. Any Dispute arising out of or in connection with the Terms and Conditions outlined herein, including any questions regarding their existence or validity, in which the Parties fail to resolve informally in accordance with clause 13(c), shall be referred to and finally resolved in accordance with the arbitration rules of Great Britain for the time being in force, whose laws are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Great Britain. The tribunal shall consist of one arbitrator. The language of the arbitration shall be English. (e) Authority of Arbitrator. As limited by the Terms and Conditions outlined herein, and the SIAC Rules, the arbitrator shall have; (i) The exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is eligible for arbitration, and; (ii) The authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by the Terms and Conditions outlined herein. The arbitrator reserves the authority only to conduct an individual arbitration and does not reserve the right to consolidate more than one individual s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual or entity. 14. Governing Law The Terms and Conditions outlined herein and any Dispute or claim arising as a result of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the laws of Great Britain. Any Dispute between the Parties arising as a result of or relating to the Terms and Conditions outlined herein that is not subject to arbitration under Section 13
hereof shall be resolved in Great Britain courts, and the Parties irrevocably agree that Great Britain courts shall have exclusive jurisdiction to settle any such Dispute or claim.