FOR PARTICIPATING IN THE MEDICOHEALTH TOKEN SALE
31st of May 2018 (Revision 3)
PLEASE READ THESE TERMS AND CONDITIONS FOR PARTICIPATING IN THE MEDICOHEALTH TOKEN SALE (“TERMS”). NOTE THAT THE DOCUMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS.
IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE OR HOLD MEDICOHEALTH TOKENS.
BY PARTICIPATING IN THE MEDICOHEALTH TOKEN SALE, AND PURCHASING MEDICOHEALTH TOKENS (“MEDICOHEALTH PROTOCOL” OR “MHP) YOU AGREE TO BE BOUND BY THESE TERMS AND ANY OTHER TERMS INCORPORATED HEREIN BY REFERENCE.
THE TOKENS WILL BE SOLD BY MEDICOHEALTH AG, DULY ESTABLISHED AND REGISTERED IN SWISS CONFEDERATION UNDER THE REGISTRY NUMBER CH17030422469, AND COMPANY SEAT AT STEINHAUSERSTRASSE 74, 6300 ZUG, SWITZERLAND (“COMPANY,” “MEDICOHEALTH”, “WE,” OR “US”).
CLIENTS AND COMPANY CAN ALSO BE REFERRED TO AS A “PARTY,” AND TOGETHER AS THE “PARTIES.
WE RESERVE THE RIGHT TO CHANGE, MODIFY, ADD OR REMOVE PARTS OF THESE TERMS AND CONDITIONS AT ANY TIME AND FOR ANY REASON WITHOUT YOUR CONSENT. NOTE THAT THESE TERMS ONLY GOVERN THE SALE AND PURCHASE OF MEDICOHEALTH TOKENS IN DURATION OF THE TOKEN SALE, AND DO NOT GOVERN THE USE OF OUR WEBSITE, ACCESSIBLE AT https://medicohealth.io (“WEBSITE”) PLATFORM, ACCESSIBLE AT https://medico.health (“PLATFORM”), APPLICATIONS OR SERVICES.
MEDICOHEALTH EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY DIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER, ARISING DIRECTLY OR INDIRECTLY FROM (I) RELIANCE ON ANY INFORMATION CONTAINED IN THIS DOCUMENT, MEDICOHEALTH WHITEPAPER, AND OTHER DOCUMENTS PUBLISHED ON OUR WEBSITE (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III) ANY ACTION RESULTING THEREFROM, (IV) USAGE OR ACQUISITION OF PRODUCTS, AVAILABLE THROUGH THE MEDICOHEALTH WEBSITE.
IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE CONTACT
US AT email@example.com.
NOTICE ON THE LEGAL NATURE OF THE MEDICOHEALTH TOKENS
NEITHER THESE TERMS, NOR ANY OTHER DOCUMENT, PRODUCED BY MEDICOHEALTH, DOES NOT CONSTITUTE AN OFFER, SOLICITATION OR ADVICE TO SELL OR INVEST IN SHARES OR SECURITIES, NOR SHOULD THE PURCHASE OF MEDICOHEALTH TOKENS BE SEEN AS AN INVESTMENT INTO SECURITIES BUT RATHER A PAYMENT FOR ACCESS TO THE PLATFORM, APPLICATION, AND SERVICES, TO BE PROVIDED BY MEDICOHEALTH.
NONE OF THE INFORMATION OR ANALYSES PRESENTED BY MEDICOHEALTH IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, AND THESE TERMS OR ANY OTHER DOCUMENT DOES NOT PROVIDE FOR ANY SPECIFIC RECOMMENDATION. THE PLATFORM, APPLICATION, SERVICES, AND WEBSITE ARE NOT INTENDED AS DO NOT OFFER, AND SHALL NOT BE CONSTRUED AS INVESTMENT OR FINANCIAL PRODUCTS, SERVICES OR ADVICE.
MEDICOHEALTH TOKENS ARE SOLD TO THE BUYERS IN EXCHANGE FOR CERTAIN OTHER CRYPTOGRAPHIC TOKENS, WHEREBY MEDICOHEALTH DOES NOT, CURRENTLY PROVIDE FOR AN EXCHANGE OF MEDICOHEALTH TOKENS FOR FIAT CURRENCY. NEITHER DOES MEDICOHEALTH PROVIDE CUSTODIAL OR WALLET SERVICES FOR THE MEDICOHEALTH TOKENS.
PERSONS EXCLUDED FROM TOKEN SALE
ANY PERSON OR ENTITY, INCLUDING ANYONE ACTING ON ITS BEHALF, BEING BASED, DOMICILED, LOCATED OR INCORPORATED IN THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF KOREA, THE REPUBLIC OF SINGAPORE AND THE PEOPLE’S REPUBLIC OF CHINA (“RESTRICTED AREAS”), SHALL NOT PARTICIPATE IN THE TOKEN SALE, AND SHALL LEAVE THE WEBSITE IMMEDIATELY.
MEDICOHEALTH SHALL NOT BE RESPONSIBLE FOR FRAUDULENT, DECEPTIVE OR OTHERWISE MALICIOUS USE OF ANY TOOLS WHATSOEVER BY PERSONS OR ENTITIES BASED, DOMICILED, LOCATED OR INCORPORATED IN THE RESTRICTED AREAS TO USE THE WEBSITE OR THE MEDICOHEALTH TOKENS UNDER THE SEMBLANCE OF PROVENANCE FROM ANY OTHER JURISDICTION OUTSIDE THE RESTRICTED AREAS.
MEDICOHEALTH TOKENS MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO AFORESAID PERSONS AND NEITHER THIS SITE NOR THIS TERMS, NOR ANY MATERIAL OR INFORMATION CONTAINED HEREIN PERTAINING TO MHP TOKENS, MAY BE SUPPLIED TO AFORESAID PERSONS OR USED IN CONNECTION WITH ANY OFFER FOR THE SALE OF MHP TOKENS TO AFORESAID PERSONS DURING THE TOKEN SALE.
The following terms shall have, for the purposes of these Terms, the following meaning:
(a) “Digital Assets” are tokens, available on a particular public blockchain network, which includes Ether.
(b) “ETH” or “Ether” shall mean the value token native to the Ethereum blockchain called “ether”.
(c) “Ethereum” shall mean an open-source, public, blockchain-based distributed computing platform featuring smart contract (scripting) functionality.
(d) “European Economic Area” or “EEA” shall mean all EU countries and in addition Iceland, Liechtenstein and Norway.
(e) “Project Documentation” shall mean Medicohealth Whitepaper, available at www.medicohealth.io and Medicohealth website available at www.medicohealth.io.
(f) “Private Pre-sale” shall mean the sale of Medicohealth Tokens, organized by and conducted as provided for under Article 4 or any other provision of these Terms.
(g) “Pre-sale” shall mean the sale of Medicohealth Tokens, organized by and conducted as provided for under Article 4 or any other provision of these Terms.
(h) “Third-party Wallet” is a solution, enabling Buyers to store their Digital Assets and Medicohealth Tokens.
(i) “Terms” shall mean the Terms and Conditions for Participating in the Medicohealth Token Private Pre-sale, Pre-Sale, and Crowdsale, including the schedules and any other documents incorporated herein by reference.
(j) “Token Sale” shall mean the Private Pre-sale, Pre-sale and Crowdsale collectively, as provided for under Article 4.
(k) “Crowdsale” shall mean the sale of Medicohealth Tokens, organised by and conducted as provided for under Article 4 or any other provision of these Terms.
(l) “Buyer(s)” shall mean any person, whether natural or legal, accessing the Website, or directly/indirectly making use of the Project, or the Medicohealth Platform, or Medicohealth Tokens.
(m) “VAT” means value added tax of relevant jurisdiction(s), if applicable.
(n) “Medicohealth token” or “MHP” shall mean the cryptographic token, offered by Medicohealth in the Token Sale.
(o) “Website” shall mean a website located at www.medicohealth.io.
2. PURPOSE AND USE OF THE MEDICOHEALTH TOKEN
2.1. Medicohealth shall (on a best effort basis) develop and deploy an AI-driven and blockchain-based platform that acts as a personal commerce agent (“Platform”), as presented in detail in the Medicohealth Whitepaper, available at www.medicohealth.io and Website available at www.medicohealth.io (“Project Documentation”). Note that Project Documentation is of descriptive nature only, is not binding and does not by any means form part of these Terms.
2.2. The Platform incorporates the Medicohealth Token, which is a protocol based token on the Ethereum blockchain (ERC20 standard), intended for specific use within the Platform (“Token Utilities”):
(a) providing for a means of payment for the services offered by Medicohealth and made available on the Platform;
(b) allowing the Buyers to access and interact with the Platform;
2.3. Purchase, ownership, receipt or possession of MHP Tokens carries no rights, expressed or implied, other than the right to use the MHP Token in connection with Token Utilities, in each case, to the extent that the Platform remains in use after its deployment by Medicohealth..
2.4. You understand and accept that MHP Token does not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to Medicohealth and its corporate affiliates, including the governance of Medicohealth and its corporate affiliates, subject to limitations and conditions in these Terms. MHP Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument.
2.5. You understand and accept that the Platform is currently in a development phase and that it still requires substantial development work. Due to unforeseeable material, conceptual, technical, regulatory and commercial changes before the final release, or any time after the deployment of the Platform, You understand and accept that an upgrade of Platform or MHP Tokens may be required and that if you decide not to participate in such upgrade, you may no longer use the Platform and that non-upgraded MHP Tokens may lose their functionality in full.
Medicohealth Tokens are designed to be exchangeable on cryptographic token exchanges. Medicohealth, however, gives no warranties that the MHP Tokens will be at any time exchangeable on any such exchanges.
3. KYC POLICY AND REGISTRATION
3.2. Personal Information: You are required to provide your personal name, address of the permanent residence, date of birth, place of birth, citizenship, ID (personal document) number, type of ID, date of issue of the ID, expiration date of the ID, e-mail address, telephone number, your ERC-20 compliant wallet address from which you will send ETH to Medicohealth Etherium Wallet and your ERC-20 compliant wallet address to which you wish to receive Medicohealth tokens. All the Personal information provided to us will be reviewed and checked by our partner ComplyAdvantage Ltd.
3.3. Should you purchase Medicohealth tokens on behalf of a legal entity you represent, you will be required to provide us with the following information: Legal entity’s name, registered office, business address, registration number, name of the representative, country of registration, tax ID number, e-mail address, excerpt from the business register which is not more than three months old. The legal entity’s representative will also have to provide us all documents that are needed for the registration of an individual. All the Personal information provided to us within the legal entitied registration will be reviewed and checked by our partner ComplyAdvantage Ltd.
3.4. Upon our request (for avoidance of any doubt, before, during or after the Token Sale), you will immediately provide to us any information and documents that we, in its sole discretion, deem necessary or appropriate to comply with any laws, regulations, rules or agreements, including without limitation judicial process. Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements. You consent that you will disclose such information and documents to us in order to comply with applicable laws, regulations, rules or agreements. You acknowledge that we may refuse to distribute MHP tokens to you until such requested information is provided.
4. TOKEN SALE
4.1. Medicohealth Token: Medicohealth Token (symbol: MHP) is an Ethereum utility token that confirms to the ERC-20 standard, and is controlled and distributed by a Smart Contract System and deployed on Ethereum blockchain.
4.2. Token Sale Offer: The company will generate 500,000,000 Medicohealth Tokens before the conclusion of the Token Sale. No additional Medicohealth Tokens will be generated afterwards. The Token Sale will be divided into three distinct stages, with different token offers; Private Pre-Sale, Presale, and Crowdsale. A total of 500,000,000 Medicohealth Tokens will be offered in the Token Sale.
4.3. Token Sale Purchase Price: The USD price per one (1) Medicohealth Token during the Private Sale Stage is 0.08 USD, payable in ETH, and shall be calculated and determined based on ETH value on 30th of June 2018 at 18:00 CET, based on the Coinmarketcap ETH/USD exchange rate. This value will remain valid for the entire time of Token Sale.
4.4. Participation limitations: Subject to the terms and conditions set forth herein, every person is invited to participate in the Token Sale, except Private Sale, for wich the specific conditions are set forth in the Schedule B, incorporated herein by reference.
4.5. Private Pre-Sale Offer:
(a) Duration: The Private Pre-Sale starts on 15th of March 2018 (18:00 CET) and ends on 14th of January 2019.
(b) Special terms: Special terms and procedures for the Private Pre-Sale are set forth in the Schedule B, and incorporated herein by reference. In case of conflict between the Terms and special terms for Private Pre-Sale, the later shall prevail.
(c) Minimum Purchase: Participation in the Private Pre-Sale requires a minimal purchase of 1 ETH equivalent of Medicohealth Tokens.
(d) Maximum Purchase: Maximum Participation in the Private Pre-Sale is 400 ETH.
(e) Bonus: Private Pre-Sale participants shall receive 20% bonus Medicohealth Tokens in addition to the tokens they purchased.
(f) Bonus Lockup: Tokens that are received as a 20% bonus in the Private Pre-Sale are going to be locked for 6 months after the end of the Crowsdale.
(g) Rollover: Any Medicohealth tokens designated for the Private Pre-Sale that are not sold by the Private Pre-Sale Closing Date shall be designated to the Presale.
4.6. Presale Offer:
(a) Duration: The Presale starts on 15th of January 2019 (18:00 CET) and lasts until 14th of February 2019, or by the time the equivalent of 16,500,000 USD of Medicohealth tokens are sold, whichever is first;
(b) Minimum Purchase: Participation in the Presale requires a minimal purchase of 0.1 ETH equivalent of Medicohealth Tokens.
(c) Maximum Purchase: Maximum Participation in the Private Pre-Sale is 400 ETH.
(d) Bonus: Presale participants shall receive 10% bonus Medicohealth Tokens in addition to the tokens they purchased.
(e) Rollover: Any Medicohealth tokens designated for the Presale that are not sold by the Presale Closing Date shall be designated to the Crowdsale.
4.7. Crowdsale Offer:
(a) Duration: The Crowdsale starts on 15th of February 2019 and ends on 15th of March 2019, or by the time all of Medicohealth Tokens, designated for the Token Sale are sold, whichever is first;
(b) Minimum Purchase: Participation in the Crowdsale requires a minimal purchase of 0.1 ETH equivalent of Medicohealth Tokens.
(c) Maximum Purchase: Maximum Participation in the Private Pre-Sale is 400 ETH.
(d) Bonus: Crowdsale participants, shall receive 10% Medicohealth Tokens in addition to the tokens they purchased, if they buy them on the first day of Crowdsale, 7% if they buy them between the second and fourth day, 5% for buying between the fifth and tenth day, and, 3% for buying them between eleventh day and the thirtieth day of the Crowdsale.
(e) Rollover: Any Medicohealth designated for the Token Sale that are not sold by the Token Sale Closing Date will be burned.
4.8. Excess Payments: Any payments, received after the hard cap is reached, will be bounced or returned to the contributing Ethereum address, reduced for the transactional costs (gas).
4.9. Token Sale Soft Cap: Should the proceeds from the sale of the Medicohealth Tokens not reach or exceed the ETH equivalent of 7.000.000 USD, Medicohealth will not be able to access these funds and the Smart Contract System shall commence to automatically refund all Token Sale participants.
4.10. Additional Instructions: Additional procedural instructions for the Token Sale may be published on the Website. Failure to follow the published instructions for Contributions on the Website may limit, delay, or prevent you from participating in the Token Sale. By purchasing Medicohealth Token, you understand and accept that your transfer of Digital Assets shall be processed by a smart contract system based on Ethereum, and you shall receive Medicohealth Tokens at the conclusion of the Token Sale.
5. PAYMENTS AND PURCHASES
5.1. The payment for purchase of Medicohealth Tokens shall be made in ETH by sending the designated amount of ETH to the Ethereum wallet address of the Company, except in the case of Private Sale, where a specific, individualised Ethereum wallet address will be provided to each of the confirmed Private Sale Participants, as provided for in the Schedule B.
5.2. You shall not send the payment from the wallet, hosted by any currency exchange (i.e., Poloniex, Coinbase, Bitfinex, etc) or a smart contract wallet. Should you do so, you acknowledge that the Medicohealth Tokens may be lost due to such wallet not supporting Medicohealth Tokens, in which case you are not entitled to request any reimbursements for the undelivered Medicohealth Tokens.
5.3. We reserve the right to prescribe additional guidance regarding specific wallet requirements, and you hereby explicitly waive your right to request any reimbursements for any lost or misplaced payments or receipts of Medicohealth Tokens due to non-compliance with such guidelines.
5.4. No third-party provider has been allowed, authorized or endorsed by the Company for the distribution of Medicohealth Tokens.
5.5. Your purchase is not complete, and you shall not be entitled to receive any Medicohealth Tokens from us until we receive the amount of the ETH you sent to the Ethereum wallet address of the Company, specified in the email we sent you. If we have not received your payment of the ETH prior to the closing of the Private Sale, we reserve the right to void your purchase request and refuse to accept your payment. For the avoidance of doubt, your payment of the ETH will be deemed to be paid once we have received three (3) network confirmations of the transaction. We reserve the right, to modify, at our sole discretion, any of the timelines and procedures described herein to account for network congestion or other technical challenges.
5.6. Upon receipt of your payment, we will check your Personal Information to confirm that you have completed the KYC procedure and that you are the Private Sale Participant and accept or deny your payment. Note that the Company has absolute discretion and may reject your payment for any reason, or without providing any reason at all. You shall be notified of our decision at the latest one day before the start of the Crowdsale (see Schedule D for details regarding the Crowdsale).
6. DELIVERY OF MEDICOHEALTH TOKENS PURCHASED IN THE TOKEN SALE
6.1. Medicohealth Tokens purchased in the Token Sale, shall be distributed and delivered at Token Sale End Date. Notwithstanding the preceeding, the Company reserves the right to extend the deadline for delivery of the Medicohealth Tokens, purchased in the Token Sale for up to two (2) additional weeks, if this is deemed necessary to address any unanticipated technical difficulties and/or security issues.
7. REFUSAL OF PURCHASE AND RETURNS
7.1. All purchases of Medicohealth Tokens from us and/or your acceptance of Medicohealth Tokens are final, and there are no refunds or cancellations except as set forth herein or as may be required by applicable law or regulation. We hereby reserve the right to refuse or cancel Medicohealth Token purchase requests at any time and for any reason, at our sole discretion. To the greatest extent legally possible, you hereby waive any statutory or contractual right to withdraw from, or to rescind, the purchase made in accordance with this Terms.
7.2. Any refunds, made by the Company at its sole discretion, will be made in the ETH. We are not responsible for any delays, losses, costs, and non-delivery of refunds or MedicoThealth Tokens, or other issues arising from your failure to provide an accurate and complete ERC‑20 compliant wallet address.
7.3. Should the Company, at its sole discretion, or as the fulfilment of its obligations under the Terms return your payment for any reason, you acknowledge and accept that you shall bear the costs of any transaction fees and other costs related to such return or transaction.
7.4. You acknowledge and agree that these Terms are in respect of distance contracts excluded from the right of withdrawal since they concern the supply of goods for which the price is dependent on fluctuations in the market which cannot be controlled by us and which may occur within the withdrawal period.
7.5. You acknowledge and agree, in addition and without limitation to any other applicable exceptions, that the exception regarding the digital content on a non-tangible medium in respect of distance seal applies since these Terms concerns the supply of digital content on a non-tangible medium. You hereby waive the right to withdrawal from these Terms in a period of 14 days. Furthermore, you give the express consent and acknowledge that you thereby lose your right of withdrawal.
8. AUDIT OF THE SMART CONTRACT SYSTEM
8.1. The Company will exercise reasonable endeavours to have the Smart Contract System audited and approved by technical experts with regard to both accuracy and security of the underlying code.
8.2. Notwithstanding the foregoing, you acknowledge, understand, and accept that the audit does not amount to any form of warranty, representation or assurance (in each case whether express or implied) that the Smart Contract System and MHP tokens are fit for a particular purpose or that they are free from any defects, weaknesses, vulnerabilities, viruses or bugs which could cause, inter alia, the complete loss, or impaired functionality of your payment and/or Medicohealth Tokens.
9.1. You will implement reasonable and appropriate measures for securing the wallet, vault or other storage mechanism you use to perform payments to the Company and to receive and store Medicohealth Tokens that are issued to you by the Smart Contract System, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s), and hereby acknowledge, that, if your private key(s) or other access credentials are lost, you may lose access to your Medicohealth Tokens.
9.2. The Company will not be responsible for any security measures relating to your receipt, possession, storage, transfer or potential future use of MHP tokens nor will we be under any obligation to recover or return any MHP tokens and we hereby exclude (to the fullest extent permitted under applicable law) any and all liability for any security breaches or other acts or omissions which result in your loss of (including your loss of access to the Etherium wallet) MHP tokens issued to you during the Token Sale.
9.3. In case you suspect a security breach in any of the abovementioned, you will inform us immediately so we can take all required and possible measures to secure your transaction, the integrity of the Website, Platform, Medicohealth Tokens, and other related systems.
10.1. You understand and agree that Digital Assets, Medicohealth Tokens, blockchain technology, Ethereum, ETH and other associated and related technologies are new and relatively untested and outside of Medicohealth’s exclusive control. Any adverse changes in market forces or the technology impacting Medicohealth’s performance under this Terms shall absolve us from responsibility for any delayed or unachieved milestones.
10.2. You also acknowledge that you have been warned of the following risks, associated with the Website, the Digital Assets, the Medicohealth Tokens, the Platform and other relevant technologies mentioned herein and agree to absolve, and hold Medicohealth harmless from any and all liability for any damages occurring in in relation to any of the risks below.
(a) Legal risks regarding securities regulations
There is a risk that in some jurisdictions the Medicohealth Tokens or other Digital Assets might be considered security, or that it might be considered to be a security in the future. Medicohealth does not give warranties or guarantees that MHP will not be regarded security in all jurisdictions. Each Buyer of Medicohealth Tokens shall bear their own legal or financial consequences of Medicohealth Tokens being considered security in their respective jurisdiction.
Every Buyer shall check if acquisition and disposal of Medicohealth Tokens are legal in their jurisdiction, and by accepting these Terms, each Buyer undertakes not to use Medicohealth Tokens should their use not be legal in the relevant jurisdiction. If a Buyer establishes that the use of MHP under these Terms is not legal in its jurisdiction, it shall neither use nor acquire them.
The legal ability of Medicohealth to provide Medicohealth Tokens and the Platform in some jurisdictions may be hindered or eliminated by future regulation or legal actions.
(b) Risks associated with Ethereum
Any malfunction, unintended function or unexpected functioning of the Ethereum protocol may cause them to malfunction or function in an unexpected or unintended manner. Other unforeseeable changes in Ethereum, whether intended or not, may, in the same way, affect the value and usability of Medicohealth Tokens.
(c) Risk of unfavourable regulatory action in one or more jurisdictions
Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of the Ethereum network and associated blockchain networks and Digital Assets and MHP may be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of MHP, which could impede or limit their existence, permissibility of their use and possession, and their value.
(d) Risk of theft and hacking
Hackers or other groups or organisations may attempt to interfere with your Third-party Wallet, the Website or the availability of Medicohealth Tokens and Digital Assets in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, consensus-based attacks, or any other attacks.
(e) Risk of security weaknesses in the Website and Medicohealth Tokens source code or any associated software and/or infrastructure
There is a risk that the Website and Medicohealth Tokens may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of Medicohealth Tokens.
(f) Risk of the mining attacks
As with other decentralized cryptocurrencies, the Ethereum blockchain, which is used for the Medicohealth Tokens, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Medicohealth Tokens, expected proper execution and sequencing of Medicohealth Tokens, and expected proper execution and sequencing of Ethereum smart contract computations in general. Despite the best efforts of Medicohealth and Ethereum Foundation, the risk of known or new mining attacks exists. Mining Attacks, as described above, may also target other blockchain networks, with which the Medicohealth Tokens interact with, and consequently, the Medicohealth Tokens may also be impacted in that way to the extent described above.
(g) Risk of low or no liquidity
There are no warranties and/or guarantees given that Medicohealth Tokens will be listed or made available for exchange with other cryptographic tokens and/or fiat money, and no guarantees are given whatsoever with the capacity (volume) of such potential exchange. It shall be explicitly cautioned, that such exchange, if any, might be subject to poorly understood regulatory oversight, and Medicohealth does not give any warranties in regard to any exchange services providers. Buyers might be exposed to fraud and failure. In any case, Medicohealth will not enable the exchange of Medicohealth Tokens for other cryptographic tokens or fiat currency, although it will commit reasonable endeavours to list Medicohealth Tokens on such exchange(s).
(h) Risk of loss of value
Value of Medicohealth Tokens may fluctuate, and their Buyers might suffer a loss in value of such acquired tokens.
(i) Risk of malfunction in the Ethereum network or any other blockchain
It is possible that the Ethereum network or any other network, to which the Medicohealth Tokens are interacting with, malfunctions in an unfavourable way, including but not limited to one that results in the loss of Medicohealth Tokens.
(j) Internet transmission risks
You acknowledge that there are risks associated with using the Medicohealth Tokens including, but not limited to, the failure of hardware, software, and Internet connections. You acknowledge that Medicohealth shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Website and Medicohealth Tokens, howsoever caused.
(k) Unanticipated risks
Cryptocurrencies and blockchains are new and untested technology.
In addition to the risks set forth here, there are risks that Medicohealth cannot foresee and it is unreasonable to believe that such risks could have been foreseeable.
(l) Insufficient interest in Medicohealth, the Medicohealth Platform and Medicohealth Tokens
It is possible that Medicohealth, the Medicohealth Platform or Medicohealth Tokens will not be used by a large number of individuals, businesses and other organizations and that there will be limited public interest in the creation and development of its functionalities. Such lack of interest could affect the development of the Medicohealth Platform and value of the MHP token.
(m) MHP token and the Medicohealth Platform, as developed may not meet your expectations
The Medicohealth Platform is currently under development and may undergo significant changes before the release of the final version. Your expectations regarding the form and functionality of the Medicohealth Platform and Medicohealth Tokens may not be met upon release of new Website, deployment of the Medicohealth Platform, additional products and services for any number of reasons, including a change in the design and implementation plans and execution of the implementation of MHP. Medicohealth does not offer any guarantee as to the marketability or expected use of the Medicohealth Platform and/or Medicohealth Tokens.
(n) The Medicohealth Platform may never be completed or released
The Medicohealth Platform may never be released and operational, even though Medicohealth will make reasonable efforts to complete and deploy it.
10.3. The Medicohealth Tokens and the Medicohealth Platform are provided “as is” and “as available”. We and our affiliates make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Medicohealth Tokens, including any warranty that the Medicohealth Tokens will be uninterrupted, error-free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non- infringement, and any warranties arising out of any course of dealing or usage of trade.
11.1. The Website, the Platform and Medicohealth Tokens are not offered for use to natural and legal persons having their habitual residence or their seat of incorporation in Restricted Areas. In addition to the above, the Buyer(s) shall warrant that they adhere to the terms and conditions stipulated in SCHEDULE A.
11.2. Natural and legal persons with their habitual residence or seat of incorporation in the Restricted Areas shall not participate in the Token Sale.
11.3. Medicohealth reserves its right to decide in its discretion to adopt reasonable organizational and technical measures to ensure that the Website and Medicohealth Tokens are not available to Persons under Paragraph 5.1. Medicohealth shall not be held liable for any legal or monetary consequence arising from the use of Medicohealth Tokens by natural and/or legal persons with their habitual residence or seat of incorporation located in the Restricted Areas. Such persons using Medicohealth Tokens despite the prohibition shall on the first request indemnify and hold harmless Medicohealth from any legal or monetary consequence arising from their breach of the terms as described in this paragraph.
11.4. If you are registering to use the Platform on behalf of a legal entity, you represent and warrant that
(a) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization; and
(b) you are duly authorized by such legal entity to act on its behalf.
11.5. You further represent and warrant that you:
(c) are of legal age to form a binding contract (at least 18 years old in most jurisdictions);
(d) have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party;
(e) are not located in, under the control of, or a national or resident of any Restricted Areas;
(f) have not been placed on any of the sanctions lists, published and maintained by the United Nations, European Union, any EU country, UK Treasury and US Office of Foreign Assets Control (OFAC);
(g) will not use the Medicohealth Tokens if any applicable laws in the jurisdiction of your habitual residence or incorporations prohibit you from doing so;
(h) have a deep understanding of the functionality, usage, storage of cryptographic tokens, smart contracts, and blockchain-based software;
(i) have carefully reviewed the content and have understood and agreed to these Terms completely,
(j) will contribute Ether (ETH) from a Wallet or Wallet service provider that technically supports the MHP token;
(k) you have obtained and was given sufficient information about the Medicohealth Tokens to make an informed decision to acquire them;
(l) you understand that the Medicohealth Tokens confer only the right to use and access the Platform, and confer no other rights of any form with respect to the Platform or Medicohealth;
(m) you are acquiring Medicohealth Tokens to access and use the Medicohealth Platform; and that you are not acquiring Medicohealth Tokens for any other use or purpose, including, but not limited to, any investment, speculative or other financial purposes; and
(n) your purchase of Medicohealth Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the Medicohealth Tokens, using the Medicohealth Tokens in relation to the Platform, and entering into contracts with us, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained.
12. FINANCIAL REGULATION AND COOPERATION WITH LEGAL AUTHORITIES AND AUTHORIZED FINANCIAL INSTITUTIONS AND REGULATORS
12.1. Medicohealth is closely following changes to legislation in the most relevant jurisdictions and undertakes to act accordingly if regulatory changes significantly impact operations of Medicohealth Tokens and the Platform. Medicohealth is not a financial institution. Medicohealth does not provide any licensed financial services, such as investment services, capital raising, fund management or investment advice. This Tokens Sale is not intended as a public offering of financial instruments or securities.
12.2. This document or any other document, produced and signed by Medicohealth, as well as the Website, and any of their content does not constitute an offer or solicitation to sell financial instruments or securities.
12.3. None of the information or analyses presented is intended to form the basis for any investment decision, and no specific recommendations are intended, and Medicohealth services and the Website are not, do not offer and shall not be construed as investment or financial products.
13. LIABILITY AND INDEMNIFICATION
13.1. Medicohealth and its affiliates and their respective officers, employees or agents will in regard to the Website, the Platform and Medicohealth Tokens not be liable to you or anyone else for any damages of any kind, including, but not limited to, direct, consequential, incidental, special or indirect damages (including but not limited to loss of profits, trading losses or damages that result from use or loss of use of this Website, Medicohealth Platform and Medicohealth Tokens), even if Medicohealth has been advised of the possibility of such damages or losses, including, without limitation, from the use or attempted use of Medicohealth Tokens, the Website or the Platform.
13.2. Neither we nor any of our affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) your inability to use the Website, the Platform or Medicohealth Tokens, including without limitation as a result of any termination or suspension of the Ethereum network or this Terms, including as a result of power outages, maintenance, defects, system failures or other interruptions; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this Terms or your use of or access to the Website, the Platform and Medicohealth Tokens; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data, including records, private key or other credentials, associated with to the Website, the Platform and Medicohealth Tokens, (e) or the loss of date incurred due to the ay of the aforementioned reasons.
13.3. You waive your right to demand the return of any cryptographic tokens or any Digital Assets you exchanged with us to acquire Medicohealth Tokens, including, without limitation, demand for specific performance.
13.4. You will defend, indemnify, and hold harmless; us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or relating to any third- party claim concerning this Terms or your use of the Website, the Platform and Medicohealth Tokens contrary to these Terms. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorney fees, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at reasonable hourly rates.
13.5. You will promptly notify us of any third-party claims, actions, or proceedings which you become aware of that involves the Company as a result of these Terms. The Company may participate with counsel of its own choosing in any proceedings describing above.
13.6. The information, software, products, and services included in or available through the Website and the Medicohealth Platform may include inaccuracies or errors. Changes may be made to the information therein. Medicohealth and/or its suppliers, contractors, and affiliates may make improvements and/or changes to the Website and the Platform at any time. Medicohealth makes no representations about the suitability, reliability, availability, timeliness, and accuracy of the Website, the Platform, Medicohealth Tokens, information, software, products, services and related graphics contained on the Website for any purpose. To the maximum extent permitted by applicable law, the Website, the Platform and Medicohealth Tokens, all such information, software, products, services and related graphics are provided "as is" without warranty or condition of any kind. Medicohealth hereby disclaims all warranties and conditions with regard to the Website, the Platform, Medicohealth Tokens, information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
13.7. You warrant to Medicohealth that you will not use the Website, the Platform or the Medicohealth Tokens for any purpose that is unlawful or prohibited by these Terms or any applicable laws and regulations. You may not use the Platform or Medicohealth Tokens in any manner that could damage, disable, overburden, or impair the Platform, Medicohealth Tokens or the Website.
14.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) THE MHP TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO THE MHP TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, (B) WE DO NOT REPRESENT OR WARRANT THAT THE MHP TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE MHP TOKENS WILL BE CORRECTED, AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE MHP TOKENS OR THE DELIVERY MECHANISM FOR MHP TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
14.2. No regulatory authority has examined or approved of any of the information set out in these Terms and/or the Whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of these Terms and/or the Medicohealth Whitepaper does not imply that applicable laws, regulatory requirements or rules have been complied with.
14.3. While every effort will be made by the Company to ensure that information contained on the Website or regarding the Medicohealth Platform is correct, the Company disclaims (to the extent permitted by applicable laws) all warranties regarding the accuracy, adequacy, correctness, completeness, reliability, timeliness, non-infringement, title, merchantability or fitness of any information on the Website.
16.1. All your factual and potential tax obligations are your concern and responsibility, and Medicohealth is not in any case and under no conditions bound to compensate for your tax obligations or give you any advice related to tax issues, including but not limited to advice on what kind of filing or reporting obligations you need to comply with, which taxes and to which extent you are obliged to pay, which tax exemptions you are eligible for, or any similar advice.
16.2. All fees and charges payable by you are exclusive of any taxes, and shall certain taxes be applicable, they shall be added on top of the payable amounts. Upon our request, you will provide us with any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant tax authority.
17. INTELLECTUAL PROPERTY
17.1. We retain all right, title and interest in all of our intellectual property, including inventions, discoveries, processes, methods, compositions, formulae, techniques, information, source code, brand names, graphics, Buyer interface design, text, logos, images, information and data pertaining to the Platform (hereinafter: “Medicohealth IP”), whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon. You may not use any of our intellectual property for any reason, except with our express, prior, written consent.
17.2. These Terms shall not be understood and interpreted in a way that they would mean the assignment of intellectual property rights unless it is explicitly defined so in these Terms.
17.4. All Medicohealth IP is the property of Medicohealth and is protected by all applicable copyright, trademark and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
17.6. You hereby assign exclusive rights, including all IPR, to any feedback including, but not limited to, suggestions, ideas or other information or materials regarding Medicohealth Platform, Website, Token Sale or related products that you provide, whether by email, posting through Website, other communication channels or otherwise and you irrevocably and exclusively assign any and all intellectual property rights on such feedback unlimited in time, scope and territory (to the extent permitted by applicable laws) so that the Company has the right to dispose with them without any limitations, including their transfer to any third party without seeking your consent. Any feedback you submit is non-confidential and will become the sole property of the Company. The Company will be entitled to the unrestricted use, reproduction (including in electronic form), modification (whereby you will not retain any rights on your original feedback), or dissemination of such feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you. You waive any rights you may have to the feedback (to the extent permitted by applicable laws).
18.1. We may provide any notice to you under this Terms by (i) posting a notice on the Website; or (ii) sending an email to the email address associated with your account. Notices we provide by posting on the Website will be effective upon posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address updated. You will be deemed to have received an email sent to the email address then associated with your account when we send the email, whether or not you receive or read the email.
18.2. To give us notice under this Terms, you must contact us by email to firstname.lastname@example.org. We may update this email address for notices to us by posting a notice on our Website. Notices to us will be effective one business day after they are sent.
18.3. All communications and notices to be made or given pursuant to this Terms must be in the written in the English language.
19.1. Any materials, such as business plan, development roadmap or any other materials that may be at any time published in the Website or elsewhere, are not binding and do not – unless explicitly referred to herein – form part of these Terms, and are of a descriptive nature only.
19.2. We do not permit individuals under the age of 18 to register with our Website and use our products. If we become aware that a child under the age of 18 has provided us with personal information, we will delete such information from our files immediately and block his/her/their access to our Website and products.
19.3. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Terms where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in blockchain technology (broadly construed), changes in the Ethereum or any other blockchain protocols or any other force outside of our control.
19.4. You and we are independent contractors, and neither party nor any of their respective affiliates is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for itself products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third-party developers or systems integrators who may offer products or services which compete with the other party’s’ products or services.
19.5. These Terms do not create any third-party beneficiary rights in any individual or entity.
19.6. Parts of these Terms will be automatically executed by the Smart Contract System. In the event of any inconsistency, the Terms are the source of the rights and obligations and the Smart Contract System serves only for the automatic execution of these Terms. Then in case of conflict between the Terms and Smart Contract System, the Terms will prevail and will, therefore, be the binding version for both parties.
19.7. You will not assign these Terms, or delegate or sublicense any of your rights under these Terms, without our prior written consent. Any assignment or transfer contrary to these Terms will be void. Subject to the foregoing, these Terms will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
19.8. The failure or omission by us to enforce any provision of these Terms will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be unequivocal and in writing to be effective.
19.9. Except as otherwise set forth herein, if any portion of these Terms is held to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to affect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these Terms, but the rest of the Terms will remain in full force and effect.
19.10. The Company reserves the right to make changes, amendments, supplementations or modifications to these Terms at any time in its sole discretion and for any reason. We suggest that you review these Terms periodically for changes. If we make changes to these Terms, we will provide you with notice of such changes, such as by either sending an email, providing notice on the Website or by posting the amended Terms on the Website and updating the date at the top of these Terms. The amended Terms will be deemed effective immediately upon posting for any new Contributors for participating in the Token Sale and purchasing Medicohealth Tokens.
19.11. All disputes or claims arising out of or in connection with these Terms including disputes relating to its validity, breach, and termination, and any disputes or claims arising out of or in connection with the use of Website, the Project and Medicohealth Tokens shall be finally settled under the Rules of SCAI (Swiss Chambers’ Administration Institution) which shall enjoy exclusive jurisdiction in all matters directly or indirectly related to this Terms. The applicable law shall be the law of Switzerland, and the tribunal will be comprised of three members, whereby each of the Parties shall select and appoint one member, and the two members will jointly select and appoint the third, who shall be the president of the Tribunal. The language to be used in the arbitral proceedings shall be English.
19.12. Prior to filing any claims in accordance with paragraph 19.11, you undertake to send such claim or request directly to Medicohealth via e-mail at email@example.com. You agree that you will not file any claims in accordance with paragraph 19.11 earlier than 30 days after sending such claim or request to Medicohealth in accordance with this paragraph 19.12. Any claim, filed with the arbitral tribunal contrary to the rules set out in this paragraph 19.12, shall be rejected immediately by the tribunal as premature.
19.13. These Terms, including all schedules, and other documents, incorporated herein by reference, represent the entire agreement between you and us regarding the subject matter of these Terms, in particular, use of the Website, the Project and Medicohealth Tokens. These Terms supersede all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of these Terms. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of these Terms (whether or not it would materially alter these Terms) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document.
19.14. These Terms are not boilerplate. If you disagree with any of them, believe that any should not apply to you, or wish to negotiate these Terms, please contact us via e-mail at firstname.lastname@example.org, and immediately navigate away from the Website and cease using the Project. By making use of the Website, the Project and MHP tokens, you shall have accepted all the terms and conditions under this Terms and confirm that you have made such acceptance with no undue pressure and fully aware and informed of all the terms and conditions stated herein.
YOUR REPRESENTATIONS AND WARRANTIES
By making a contribution and accepting these Terms, you hereby represent and warrant that:
1. you have read and understood these Terms (including all the Schedules hereto);
2. you have the necessary authority and consent to accept these Terms, to enter into a binding agreement with the Company and to perform the obligations set out herein;
3. the acceptance of these Terms and the entry into a binding agreement with the Company will not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the Contributor’s constitutional or organisational documents (in the case of a corporate entity including, without limitation, any company or partnership); (ii) any provision of any judgment, decree or order imposed on the Contributor by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which the Contributor is a party or by which the Contributor is bound;
4. you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens (like ETH), token storage facilities (including digital token wallets), blockchain technology and blockchain-based software systems;
5. you have obtained sufficient information about the potential future use and functionality of MHP tokens to make an informed decision to participate in the Token Sale under these Terms;
6. you understand that MHP tokens confer only a limited potential future right or expectation to use and interact with the Medicohealth Platform as more particularly described in Schedule 1 to these Terms and that MHP tokens confer no other rights of any kind with respect to the Company and/ alternatively, the Medicohealth Platform, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights;
7. if you are an individual (i.e. a natural person), you are at least 18 years of age; you have sufficient legal capacity according to your residency country laws to accept these Terms and to enter into a binding agreement with the Company on the terms set out herein;
8. if you are making a contribution to the purchase of MHP tokens as a corporate entity including, without limitation, any company or partnership (or another type of legal entity that is not a natural person), such entity is duly incorporated, registered and validly existing under the applicable laws of the jurisdiction in which the entity is established;
9. if you are making a contribution for the purchase of MHP tokens for or on behalf of an entity or person, you are authorized to accept these Terms and enter into a binding agreement with the Company on such entity’s or person’s behalf (and in such circumstances, references in these Terms to “Contributor”, “your” or “you” will be a reference to the entity or person on whose behalf you are authorised to make a contribution);
10. you are contributing to the purchase of MHP tokens to support the development, testing, deployment and operation of the Medicohealth Platform and to potentially use and interact with the Medicohealth Platform at a future point in time. You are not making a contribution under these Terms for any other uses or purposes, including, but not limited to, any investment, speculative or other financial purposes;
11. any contribution to be made by you for the purchase of MHP token is not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing activities;
12. you will not use MHP token to finance, engage in, or otherwise support any unlawful activities;
13. you will use MHP token as intended on the Medicohealth Platform;
14. in the case of a contribution made in ETH, the contribution will be transferred to the Company from an Ethereum Wallet and/or address, respectively, that: (i) is registered in your name and under your sole control or registered in the name and under the sole control of a person who is duly authorised by you to send a contribution on your behalf to the Company; and (ii) is not located in or that is not registered in the name of a person located in or resident of any country or territory that has been designated by the Financial Action Task Force as a “non-cooperative country or territory” (each a “Prohibited Jurisdiction”);
15. making a contribution and receiving MHP token under these Terms is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and any contribution will be made in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction);
16. you are not a citizen of or resident or domiciled in a Prohibited Jurisdiction or making a contribution for the purchase of MHP token from a location in a Prohibited Jurisdiction, nor are you an entity (including, but not limited to, any company or partnership) incorporated, established or registered in or under the laws of a Prohibited Jurisdiction, nor are you making a contribution for the purchase of MHP token for or on behalf of any such person or entity;
17. you are not the subject of any sanctions administered or enforced by any country, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory-wide sanction imposed by any country or government or international authority;
18. you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of MHP token;
19. you will provide us with details of an Ethereum Wallet that supports the ERC-20 token standard (i.e. technically supports the receipt, storage, holding and transfer of tokens such as MHP token);
20. you engage or expect to engage in a meaningful number of cryptocurrency or other transactions, such as e-commerce businesses, involving token exchanges or traditional financial institutions, and you understand and accept the risks of participating in token sales relating to early stage blockchain start-up businesses and acknowledge that these risks are substantial. You further warrant and represent that your contribution does not represent a meaningful or substantial proportion of your wealth or net worth, and that you are willing to accept the risk of loss associated with the contribution made under these Terms;
21. you understand that MHP token are solely rights to access and use services and products on the Medicohealh Platform, and do not have any attribute that provides the holder with equity, creditor or similar rights. MHP token should not be considered investments of any type, including but not limited to, any form of currency or security, and the Contributor should not expect profits of any type from acquiring MHP token nor acquire MHP token for any type of investment purposes;
22. you acknowledge you fully understand the contents of the Project Documentation provided by Medicohealth and are participating in the Token Sale with the intention of fully accepting the risk of the failure of the Medicohealth Platform;
23. you have carefully reviewed the code of the Smart Contract located on the Ethereum blockchain and fully understand and accept the functions as further described in the Project Documentation;
24. you are making a contribution primarily to support the development, testing, deployment and operation of Medicohealth Platform, being aware of the risks associated with it and are not contributing to the Company for any speculative, investment or other financial purposes;
25. you will waive the right to participate in a class action lawsuit or a class-wide arbitration against Medicohealth, its founders and team members or any entity or individual involved in Medicohealth project;
26. you understand that you do not have any right against Medicohealth, its founders and team members or any other party to request any refund of your contribution provided during the Token Sale;
27. you understand that you bear the sole responsibility to determine if your contribution and obtainment of MHP token, use of MHP token and the potential appreciation or depreciation in the value of MHP token over time, the sale and purchase of MHP token and/or any other action or transaction related to MHP token, Medicohealth or the Medicohealth Platform have tax implications for you;
28. you are not a citizen of or resident or domiciled or green card holder in Canada, People`s Republic of China, Singapore, South Korea or the United States of America or making a contribution for the purchase of MHP token from a location in Canada, People`s Republic of China, Singapore, South Korea or United States of America, nor are you an entity (including but not limited to any company or partnership) incorporated, established or registered in or under the lawsCanada, People`s Republic of China, Singapore, South Korea or the United States of America, nor are you making a contribution for the purchase of MHP token for or on behalf of any such person or entity; and
29. all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your access to and/or acceptance of possession of these Terms.
Warranty given by the Buyer(s) especially in relation to the United States ALL PARTICIPANTS AND BUYERS HEREBY EXPRESSLY AFFIRM THAT THEY ARE:
(a) NOT an individual who is a resident of the United States of America, its territories or possessions, any state of the United States of America or the District of Columbia (the “USA”) or Canada, the People’s Republic Of China, Republic of Korea or Singapore (“Restricted Areas”);
(b) NOT a corporation, partnership or other legal entity formed under the laws of either of the countries under the scope of the Restricted Areas;
(c) NOT an agency, branch or office located in either of the countries under the scope of the Restricted Areas of a corporation, partnership or other legal entity that was formed under laws other than those of either of the countries under the scope of the Restricted Areas;
(d) NOT a trust of which any trustee is described in (a), (b) or (c) above;
(e) NOT a legal entity the shares of which are not publicly traded on a securities exchange, and (ii) more than 45% of the shares of which are owned by or for the benefit of an individual or entity described in (a), (b), (c) or (d) above;
(f) NOT a member of any branch of the military of the countries under the scope of either of the countries under the scope of the Restricted Areas; and
(g) NOT an agent or fiduciary acting on behalf or for the benefit of an individual or entity described in (a), (b), (c), (d), (e) or j(f) above.
THE BUYER(S)’ DECISION TO SUBSCRIBE TO MEDICOHEALTH TOKENS WAS:
(a) NOT based, at least in part, on information received or communications exchanged while the Buyer, or the person providing the information or with whom the communication was exchanged, was within the jurisdiction of any of the Restricted Areas;
(b) NOT made from within the jurisdiction of any of the Restricted Areas; and
(c) NOT communicated to Medicohealth from a source within the jurisdiction of any of the Restricted Areas.
THE BUYER(S)’ PURCHASE OF MEDICOHEALTH TOKENS WAS:
(a) made on his/her own account as principal;
(b) NOT made in anticipation of further distribution of the Medicohealth Tokens to others; and
(c) NOT preceded, and will not be followed after the end of the Token Sale, by any effort to create or condition a market for the Medicohealth Tokens in the Restricted Areas.
I, as the Buyer, have read and understood the above representations as well as the Terms.
PRIVATE PRE-SALE PROCEDURES AND SPECIFICATIONS
1. Commencement and duration of Private Pre-Sale
1. The Private Pre-Sale shall commence on 15th of March 2018 at 18:00 (CET), and shall continue until; (i) all the Medicohealth Tokens offered in the Private Pre-sale have been sold or (ii) until the closing of the Private Pre-Sale which is due on the 14th of January 2019 at 18:00 (CET).
2. Special Terms and Requirements for Participation in the Private Pre-Sale
1. Participation in the Private Pre-sale is limited to the Buyers who receive an invitation from team members or advisors. (“Private Pre-sale Participants”).
2. Once you will provide to us with the Personal Information and/or information about the legal entity required by Article 3 of the Terms you shall be notified of being added to the list of Private Pre-Sale Participants as soon as technically possible, but not later than three days after we will receive your Personal Information via e-mail, in which case you shall be provided with further instruction on how to proceed with the purchase of the Medicohealth Tokens in the Private Pre-sale. Note that we are entitled, at our sole discretion, to deny you participation in the Private Pre-Sale for any reason or without listing any particular reason.
3. Private Pre-Sale Bonus and Special Payment Conditions
1. The payment for the purchase of Medicohealth Tokens in the Private Pre-Sale shall be made in ETH by sending the designated amount of ETH to the Individualised Ethereum wallet address of the Company, the details of which shall be provided to you in the provided to you in the email after you have completed the KYC procedure.
2. You will be entitled to the amount of Medicohealth tokens which equals to the amount of ETH you paid to the Company multiplied by the applicable exchange rate (as defined in above) and divided by the USD price per one (1) Medicohealthd token (0.08 USD). In addition to this amount, you will be entitled to additional 20% of MHP tokens as the Private Pre-Sale bonus.
3. Minimum Purchase: Participation in the Private Pre-sale requires a minimal purchase of 1 ETH equivalent of Medicohealth Tokens.
4. Maximum Purchase: Maximum Participation in the Private Pre-Sale is 400 ETH.
5. Rollover: Any Medicohealth tokens designated for the Private Pre-Sale that are not sold by the Private Pre-Sale Closing Date shall be designated to the Presale.
6. You agree not to share the Ethereum wallet address of the Company with any other person for the purpose of facilitating their unauthorized access to the Token Sale. We reserve the right to suspend or block your access to the Private Pre-Sale upon suspicion of any unauthorized access or use, or any attempt thereof, by anyone using your Ethereum wallet address of the Company. You hereby acknowledge that you may lose your payment, if such payment is made from the suspended or blocked ERC-20 compliant wallet address or by using a suspended or blocked Ethereum wallet address of the Company.
4. Tokens available in the Private Pre-Sale
1. Hard Cap: The maximum total number of Medicohealth Tokens, designated for distribution in the Private Pre-Sale, including bonuses, equals 16.500.000 USD of Medicohealth Tokens designated for distribution in the Token Sale.
2. Soft Cap: Should the total sales of Medicohealth Tokens in the Token Sale not reach the target of 3,000,000 USD (“Soft Cap”) by Token Sale End Date, the Token Sale shall be terminated, and the Smart Contract System will not release and distribute the Medicohealth Tokens, and will instead return the received payment to the wallet address you provided in the KYC process. In such case, the Company will not have any further obligations towards you, under this Terms.
5. Suspension of the Private Pre-Sale
1. The Company may, at any time during the Private Pre-Sale temporarily or permanently suspend the Private Pre-Sale due to the technical or security reasons at its sole discretion, and such suspension will take effect from the moment of publication of such notice on our website, until the same notice is updated or removed from the Website. You agree not to make any payments during such suspension and acknowledge that any payment made during such suspension may result in a loss of funds. Company is not responsible or liable for returning or refunding any losses you incurred due to making a payment during the suspension period.
6. Legal Notice
Medicohealth reserves the right to change the distribution manner in any way in light of changed circumstances or reasonable re-evaluation of the Token Sale.
Medicohealth reserves the right to stop the distribution process. Such stop shall remain at the discretion of Medicohealth and shall only be used in limited situations, such as, but not limited to: i) detection of a serious security issue, ii) serious network performance issue, depriving all Buyers of equal treatment, iii) any material attack on the MHPs, the Medicohealth Platform, Website or Ethereum network.
Medicohealth shall in no way be responsible for any funds lost due to the Buyers’ negligence, lack of diligence, or failure to follow any instructions issued by Medicohealth, including sending funds through Digital Assets exchange(s).
The funds raised from the sales and distribution of Medicohealth Tokens will belong to Medicohealth and will be used for, inter alia, the development, marketing, operations, legal, governmental duties and running of the Project, as described in the last version of the Medicohealth Whitepaper, made available to the Buyers on the Website and incorporated herein by reference.
Medicohealth reserves the right to change the dates set out in these Terms at any given time due to technical or organisational reasons, without any duty to provide any reason(s). Any such changes will be published on the Website.