Cloud POS Agreement

Tbilisi,
Georgia 2019

Date: August 7,

By this Cloud POS Agreement (hereinafter referred to as the “Agreement”), the Companies Georgia POS LLC and Wave Capital LLC (hereinafter referred to as “the Company”) and a person who accesses and uses the servers and web-site of the Company (hereinafter referred to as a “Customer”)

Collectively referred to hereinafter as “the Parties,” do hereby agree on the following:

1. Subject of the Agreement

1.1.This Agreement applies to the use of cloud POS service provided by the Company Georgia POS LLC and the Company’s web-page located at www.kuailiandp.com and its subdomains. The Web-page and/or the Service are the property of the Company.

1.2.This Agreement sets out how the Company’s cloud hosted cryptocurrency POS service works and describes any associated rights and responsibilities.

1.3.By using the Company Web-page and/or the Service, the Customer agrees to this Agreement.

1.4.The Company reserves the right, at its sole discretion, to amend, change, modify, add or remove terms of this Agreement at any time. It is the Customer’s responsibility to check the Agreement terms periodically for changes.

1.5.The continued use of the Company Web-page and/or the Service by the Customer following the published updates to the terms will mean that the Customer accepts and agrees to the changes.


2. Definition of Terms

2.1.The following terms shall have the following meanings:

2.1.1. “Crypto-currency” is the distributed, decentralized peer-to-peer digital currencies;

2.1.2. “Masternodes” are servers which run the wallet software of a certain Cryptocurrency project. Masternodes relay transactions and sometimes also fulfil other specific functions. Operators receive rewards for running this node, yet they also need to provide a financial stake of their own. This financial stake or collateral is locked for the time the masternode is running;

2.1.3. Staking" means that a Cryptocurrency is locked in the Customer's private wallet (NOT on an exchange) and earns interest. The reward that the Customer earns from staking varies depending on what the project decided and the size of the stake (assets);

2.1.4. “Web-page” is www.kuailiandp.com and any apps, software, emails or other web-pages which the Company uses to provide the services (which includes the Service);

2.1.5. "Service" is the Company’s cloud hosted POS service, which enables individuals to remotely rent computing power by participating in a collective Masternode Pool, using the the Web-page;

2.1.6. "Cloud Servers" are virtual servers which host the protocols of the currencies that use the verification system;

2.1.7. “Account” is the personal access to the Service of the Customer;

2.1.8. “Order” is the personal Order balance;

2.1.9. “Contract” is the access to participating in the Masternode-Pool; an agreement on the basis of which the Customer is granted access to the Web-page and/or Services of the Company;

2.1.10. “Platform” is a graphical user interface for the Service;

2.1.11. "Referral Program" is the functionality that allows the Customer to receive financial rewards for Contracts purchased by other Customers;

2.1.12. “Kuai” is a share with the minimum rental contract of 100 USD, a Kuai = 100 USD rent.


3. Risk Notice

3.1.The Parties acknowledge that actions with Cryptocurrencies bear inherent risks. Due to the fact that the Cryptocurrencies are not regulated and decentralized, no government bodies and public or private legal entities influence or affect their value. Some of the risks particular to Cryptocurrencies include but are not limited to:

3.1.1. Currency fluctuation – the price of the Cryptocurrency may fall sharply and may even fall to zero;

3.1.2. Transactions with Cryptocurrencies may be unconfirmed for a period of time;

3.1.3. Transactions with Cryptocurrencies are irreversible – if any amount of any Cryptocurrency is sent to the wrong person, recovery of the funds is not possible;

3.1.4. Unknown technical defects inherent in Cryptocurrencies;

3.1.5. New regulation which impacts the use of Cryptocurrencies; and

3.1.6. If the exchange provider is out of service and prevents changing the rewards (tokens), that come from the collateral productions, into Ethereum, the company is not responsible for the token exchange since it cannot influence the service of third parties.

3.2.The Customer understands and agrees that the price of any Contract and any amount of the Cryptocurrency earned may change or lose all value at any time due to changes in the situation on the global market of Cryptocurrency.

3.3.The Customer understands that he/she is solely responsible for the management of the Cryptocurrencies in his/her balance as well as any losses or charges incurred by any third party.

3.4.The Parties acknowledge that any information related to the Cryptocurrency that is published and/or provided by the Company through any communication channel (including but not limited to: Web-page, official social network group, customer support, e-mail) can be changed at any time.

3.5.By agreeing to the terms of this Agreement, the Customer acknowledges and warrants that he/ she has conducted sufficient due diligence to understand the risks associated with Cryptocurrencies and understands, is capable of understanding and accepts such risks.


4. Registration and Warranties

4.1.The Customer acknowledges and warrants that he/she has a full legal capacity to enter the Agreement.

4.2.The Customer warrants the Company that all information about himself/herself provided to the Company is true, complete, not misleading and up to date.

4.3.The Customer agrees to provide the Company with just the right data to verify his/her identity and in no way distort the provided information.

4.4.The Company may at any time request the Customer to provide any personal or financial information of the Account owner for KYC (Know Your Customer) and/or AML (AntiMoney Laundering) procedures. The Company reserves the right to impose limitations on the Account dependent on the provided information.

4.5.The Customer warrants that origin of his/her funds is totally licit.

4.6.The Customer acknowledges that he/she may only stake Cryptocurrencies for his/her own benefit. By using the Web-page and/or the Service of the Company, the Customer confirms that he/she is not acting for the benefit of any other person or entity.

4.7.The Customer undertakes that he/she must not stake, buy, sell, exchange, hold, own or otherwise use or exploit Cryptocurrencies in any way which is prohibited by the laws or regulations which applies to him/her.

4.8.By submitting a request to register, the Customer enters the Agreement on these terms and agrees to comply with all applicable laws and regulations and the rules applicable to the use of the Web-site and/or the Service. Once submitted, the Customer may not withdraw the offer.

4.9.The Company has the exclusive right to decide whether the application for registration will be accepted and confirmed. If the application is accepted, the Agreement with binding terms and conditions will be entered into between the Company and the Customer. Subject to any statutory rights the Customer may have, the Customer may not cancel the Agreement covered by these terms of service and will not be eligible for any refund.

4.10.The Customer is not allowed to abuse any campaigns, discounts, and/or referral systems, provided from time to time by the Company.

4.11.The Customer is not allowed to use any means to mask the internet traffic and IP address (such as Proxy, Tor, VPN and others).

4.12.The use of the cloud-based service as a system of multilevel marketing (MLM) and / or High-yield investment projects (HYIP) is strictly prohibited.

4.13.The Customer is strictly forbidden to use or exploit errors in design of the Web-page, the Service and/or all and any of their parts, features which have not been documented, and/or “program bugs” for commercial/personal gain or as means to disrupt and/or destabilize the Service and/or the Web-page. If the Customer encounters such an error by accident, the Customer shall report the findings to the Company.

4.14.Upon consolidation or merger, or any sale, assignment, transfer, lease, disposition of all or substantially all the properties and shares of the Company by the other Company, the Customer acknowledges and agrees to be bound to the full extent to all terms of this Agreement.


5. Personal Information and Account

5.1.To register the Customer needs to submit personal information, a valid email address (that will be used as Username and for user identification) for the Web-page account (hereinafter referred to as the "Account"), and a password (hereinafter referred to as the "Password").

5.2.To be able to receive funds the Customer shall provide a valid Ether wallet.

5.3.In case of successful registration, the Username and Password will be allocated to the Customer. Username and Password are personal to each Customer and this information must not be disclosed to any third party.

5.4.The number of accounts is limited to 1 for each person.

5.5.The Customer is solely responsible and liable for any use of the Web-page or the Service under his/her Account or any other use of his/her Username and Password.

5.6.The Customer must not share his/her password with any other person or allow any other person to use his/her Account. Under no circumstances shall the Company be liable for any improper use of the Customer’s password or Account by the Customer and any other third person. If the Customer has reasons to assume that any other person knows his/her password, or that his/her Account has been used by any other person, the Customer must inform the Company in written form immediately.


6. Submitting Request

6.1.The Customer may submit as many forms as he/she wishes to get a Kuai with the 100 USD starting price. Only the Company can decide whether orders will be successful and acceptance is subject to availability, amongst other things.

6.2.The Customer order is a request to acquire a Contract from the Company and does not represent a formed Contract. If the Company accepts the Order, the Company will associate the Contract with the Account. Until then, an Order is considered pending and the Company reserves the right to decline the payment.

6.3.Confirmation of your order is made by email, which will also contain commencement date for the Contract.

6.4.The time that will be required to confirm the effective date of the Contract is from 1 to 30 working days.

6.5.Subject to full payment of the Contract, the Customer will be able to receive the Cryptocurrency (rewards) on the basis of his/her stake in the Masternode Pool.. The earned Cryptocurrency will be transferred to the private Ether wallet upon the Customer’s request, if such a request is confirmed by the Company.


7. Payment

7.1.The Customer is able to purchase a Kuai using only Bitcoin/Ethereum; The Company does not accept the payments in FIAT.

7.2.The Customer has the right not to pay for the Order in case the order was created, but not yet confirmed.

7.3.The Customer bears sole responsibility for the information that is provided to the payment, including but not limited to: information on the beneficiary’s account, the transferable amount and the payment details.

7.4.The Company reserves the right, at its sole discretion, to adjust the Contract accordingly to received funds or request the missing amount to be paid, before activating the Contract:

7.4.1. If the amount of funds is not sufficient to fully pay the Contract, the Company reserves the right, in its sole discretion, to adjust the Contract in accordance with the funds received or to request the missing amount to be paid before the Contract is activated.

7.4.2. If the amount of payment exceeds the amount for payment and activation of the Contract, the Company reserves the right, in its sole discretion, to adjust the Contract in accordance with the received funds, add an excessive amount to the Customer’s Account or return an excessive amount through the payment system to pay for the order initially.

7.4.3. If the Customer initiates a payment with incorrect/insufficient information and/or with an incorrect or absent Account, the Company tries, if possible, to process the Order and report the error in a timely manner. If the destination address does not belong to the Company (directly or through a third-party service) and/or is not associated with the Company in any way, the Company will not be liable and will reject any claims.

7.4.4. The Company is not obliged to proactively resolve payment related issues without a claim submitted by the Customer.

7.5.The Company reserves the right to request proof of payment, if there are suspicions or facts the payment was not received but the Contract was activated. The Customer is obliged to provide proof of payment within 14 days of reception of such request. If proof of payment is not provided within 14 days or provided proof is deemed insufficient and/or invalid, the Company reserves the right to reject the Customer’s request.

7.6.The Company reserves the right to switch and/or change any purchased Contract’s staking type and amount at any time. The change of Contract type will account for the current market price and the Company will attempt, if possible, not to reduce the total value of the Contract being changed. This means, in the event of forced change the Company will attempt, if possible, to provide the substitution Contract of equal or greater total value than that of the initial Contract, according to the market price at the moment of change.

7.7.All purchases are final and non-refundable.


Balance and Rewards

8.1.Rewards of the Masternodes will be transmitted directly to the private wallet, that may take up to 48 hours from the date the rewards are generated, The company does not take responsibility for any delays that are linked to the blockchain capacity of the token rewards, Ethereum and exchange providers.

8.2.The Balance can be used in the following ways:

8.2.1. The Customer can receives his/her Rewards every day;

8.2.2. The Customer can purchase additional Contracts for renting Masternode computing power;

8.2.3. The Customer can purchase additional Kuais.

8.3.The Company reserves the right to make retroactive recalculations to Balance, including but not limited to, in the case of any error occurring in the Web-page and/or the Service, to correct any mistakes or discrepancies.

8.4.Balance may be negative. In such case, the Balance must become positive above the minimum requirement before any payments and/or purchases can be made using it.


9. Fees

9.1.The Company provides a Platform which enables the Customers to earn rewards through Masternodes. . In return, the Company charges one-time non-refundable fee $ 50.95/ Ethereum day price for activating the Account.

9.2.The Customer does not carry any maintenance costs of running the equipment. The maintenance of the servers and their proper functioning is the sole responsibility of the Company. The presence and specification of fees for each Contract type can always be seen on the Web-page.

9.3.The delivery and receipt of any of the Customer’s Cryptocurrencies is subject to network or transaction fees charged by the blockchain. Blockchain transaction fees are paid by the Customer to emit, record, verify, and process a transaction on the blockchain and not retained by the Company.

9.4.Certain digital wallets, wallet addresses, tools, and third-party software and devices used by the Customer may also charge the Customer a fee, including a per transaction or transfer fee. Customer is responsible for being aware of and paying any such fee.

9.5.The Customer is responsible for any taxes, and the Customer will pay the Company for using the Web-page and/or the Services without any reduction for taxes.

9.6.The methods of payment and the respective currency of payment shall be available on the Web-page or on the personal account of the Customer.


10.1.The Contracts can be concluded for 1030 consecutive days.

10.2.The Contracts cannot be terminated or modified after its conclusion before the expiry of 1030 days. However, the Company and the Customer can conclude several Contracts with different terms and conditions at any time.

10.3.The Contract is valid while profitable, until expired or until terminated (refer to section 10.4.), whichever comes first.

10.4.Neither party has the right to terminate the Contract unilaterally before expiry of 1030 days, except for the following exceptions:

10.4.1.The process of mining the Cryptocurrency becomes unprofitable. This means that the production process will cease if the staking return will become lower than 0. If the mining process remains unprofitable for 21 consecutive days, the mining ceases. During a consistent 21-day period, payments will also be temporarily discontinued. If during the suspension period, the Contract-related staking factors (such as the exchange rate and mining difficulty) that are outside of Company’s control will change favourably, making staking profitable again, the Service will be unsuspended and the Contracts reactivated. If the Customer prefers to terminate the contract during the suspension period he/she can send a written request to the Company.

10.4.2.if the Customer violates any of the terms of this Agreement and/or if the customer uses the Web-page and/or the Service fraudulently or inappropriately, the Company has the right to request the unilateral termination of the Account, by giving 5 working day notice to the Customer, until the Customer is able to demonstrate:

10.4.2.1.his/her identity; and

10.4.2.2.that no fraud or impropriety has occurred or been attempted.

10.4.3. In cases referred to in clause 10.4 no refund policy applies.

10.4.4.If the Customer’s Account has no active Contracts, or has not paid the Account activation fee, the Company may terminate the user account by giving 30 working day notice to the Customer.

11. Referral System

11.1.The referral program allows registered Customers to receive financial rewards for attracting new customers, which they invite to the Web-page and/or the Service.

11.2.Customers are allowed to advertise, publish and/or publish material with their referral link(s) on third-party web-pages or resources in order to purchase new referrals.

11.3.The Company shall not responsible for the accuracy and/or reliability of the information in any advertisements, publications and/or publications about its Web-page and/or the Service created by the Customers on any third-party web-pages or resources, with or without a referral link.

12. Disclaimer

12.1.Except as expressly provided for in this Agreement, to the maximum extent permitted by applicable law, the Company does not make any other warranty of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use and non-infringement.

12.2.The Company is not responsible or liable for the deletion, failure to store, or any loss of any customer data, including blockchain data and Cryptocurrency rewards derived, maintained, or transmitted through use of the Web-Page and/or the Services.

12.3.The Customer is solely responsible for securing its data and Cryptocurrency rewards.

12.4.The Company does not warrant that the operation of the software or the services will be errorfree or uninterrupted.

12.5.The Company is not responsible or liable for any losses or opportunity costs resulting from blockchain network and protocol or third-party software issues, which may in turn result in the inability to process transaction on the blockchain at all or without incurring substantial fees.

13. Limitation of Liability

13.1.To the maximum extent permitted by the applicable law, the Parties, shall not be liable under this Agreement for lost revenues, opportunity costs, or indirect, special, incidental, consequential, exemplary, or punitive damages, even if the Company knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy. This limitation of liability does not apply to violations of the Company’s intellectual property rights, indemnification obligations, or the Customer’s payment obligations.

13.2.To the maximum extent permitted by applicable law, the Company may not be held liable under this Agreement for more than the amount paid by the Customer to the Company under this Agreement, minus any Cryptocurrencies generated or received by the Customer as a result of the Customer’s use of the Web-page and/or the Services.

14. Indemnification

14.1.Unless prohibited by applicable law, the Customer will defend and indemnify the Company against any settlement amounts approved by the Customer and damages and costs finally awarded against the Customer by a court of competent jurisdiction in any formal legal proceeding filed by an unaffiliated third party before a court or government (including any appellate proceeding) to the extent arising from the Customer’s use of the Web-page and/or the Services.

15. Disputes

15.1.Any dispute, controversy, difference or claim arising out of or relating to this Agreement or relating in any way to the Customer’s use of the Web-page and/or the Service, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to the Agreement shall be referred to and finally resolved by Georgian courts according to the laws of Georgia.

16. Entire Agreement

16.1.This Agreement sets out all terms agreed between the Parties and supersedes all other agreements between the Parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in this Agreement.

17. Force Majeure

17.1.The Company will not be liable for any failure or delay in performance of obligation under this Agreement where the failures or delay results from any cause beyond our reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. Force Majeure events include, but are not limited to, upgrades to the validation rules of a given blockchain (e.g., a “hard fork” or “soft fork”).

18. Governing Laws and Jurisdiction

18.1.All claims arising out of or relating to this Agreement will be governed by the laws of Georgia, excluding the Country’s conflicts of laws rules, and will be litigated exclusively in the courts of Georgia. The Customer and the Company consent to personal jurisdiction in those courts.

19. Language

19.1.All communications and notices made or given pursuant to this Agreement must be in the English language.

20. Notices

20.1.Parties may provide any notice to each other under this Agreement by:

20.1.1.posting a notice on the Web-page; or

20.1.2.sending a message to the email address associated with the parties. The e-mail address of the Company is compliance@kuailiandp.com.

20.2.Notices the Company provides by posting on the Web-page will be effective upon posting and notices the Company provides by email will be effective when the email is sent. It is the Customer’s responsibility to keep the Customer’s email address current.

21. Severability

21.1.If any term of this Agreement is held to be invalid or unenforceable, the remaining terms of this Agreement will remain in full force and effect. Any invalid or unenforceable terms will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable terms will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

22. Signatures of the Parties:

22.1 If you continue with this purchase/register and accept this agreement, this contract will be validated for all parties.