⦁ MediConnectUK Ltd is a private company limited by shares incorporated and registered in England and Wales. Its registration number is 11678615 and its registered office of 14 Park Row, Nottingham, England, NG1 6GR (“MediConnectUK”).
⦁ MediConnectUK can be contacted by writing to MediConnectUK Limited, Unit 1 & 2 Thoroton Road/Hawksworth Road, West Bridgford, Nottingham, England, NG2 5FT or by emailing [email protected]
INTRODUCTION AND ACCEPTANCE
⦁ In these terms and conditions (the “Terms”), capitalised words have the meanings set out in clause 5.
⦁ By Transferring Accepted Cryptotokens to the ICO Platform Wallet for the relevant Accepted Cryptotoken you (the “Customer”) expressly agree to be bound by all of these Terms. The Customer acknowledges that it has read and understood these Terms and had the opportunity to take such professional advice as it thinks fit in connection with the Terms, the ICO Platform, the MediConnectUK Platform and MediConnect Tokens. Should the Customer not agree to all of the terms included in these Terms, it should not Transfer any Accepted Cryptotokens to the ICO Platform Wallet for the relevant Accepted Cryptotoken.
⦁ While all of these Terms are important, the Customer should pay particular attention to:
(a) the Warning of Risk set out in clause 4;
(b) information regarding Restricted Jurisdictions set out in clause 8;
(c) when MediConnectUK may terminate the Private Sale or Public Sale as set out in clause 11.8 and the consequences of such termination as set out in clause 11.9;
(d) when the Customer is and is not entitled to a refund as set out in clause 12;
(e) what the Customer must do set out in clause 13;
(f) the disclaimers set out in clause 15; and
(g) MediConnectUK’s liability to the Customer set out in clause 17.
WARNING OF RISK
⦁ The Customer acknowledges that Cryptotokens, Blockchain technology and MediConnect Tokens are new and relatively untested. They carry inherent risks (that are outside of MediConnectUK’s control) as they have technical vulnerabilities, may undergo a community-led change in operating model or technical features (often referred to as a ‘fork’) and their regulatory status may change at any time in any one or multiple jurisdictions. In addition to this, the value of any Cryptotoken is subject to market forces and its value is not backed by any government or other entity, and a Cryptotoken does not represent a claim against any issuer, including, for the avoidance of doubt, MediConnectUK.
⦁ MediConnectUK is not responsible for secondary market trading of MediConnect Tokens (if any such market should come into existence) and consequently the extreme volatility in demand and price that may arise if such market does come into existence is the sole risk of the holder of MediConnect Tokens.
⦁ MediConnectUK makes no warranties, representations, guarantees or equivalent (whether express or implied) as to the value, utility or legal status of any Cryptotoken (including MediConnect Tokens) and assumes no responsibility for the management of Cryptotokens (including MediConnect Tokens.)
⦁ Before Transferring Accepted Cryptotokens to the ICO Platform Wallet for the relevant Accepted Cryptotoken, the Customer should ensure they have carried out adequate research into the risks and disadvantages of Cryptotokens and have sufficient understanding of the functionality, usage and storage of Cryptotokens and Wallets. By Transferring Accepted Cryptotokens to the ICO Platform Wallet for the relevant Accepted Cryptotoken the Customer confirms to MediConnectUK that they have carried out such research and understand and accept the risks and disadvantages of Cryptotokens.
⦁ One type of fraud which is unfortunately common is for a fraudster to provide a fake address for contributions into an initial coin offering. Before making any Contribution, you must check the ICO Platform Wallet address on the Website (https://mediconnect.io/).
DEFINITIONS AND INTERPRETATION
⦁ The following definitions and rules of interpretation apply in these Terms:
⦁ “Account” means the Customer’s account (including username and password) used to access the ICO Platform;
⦁ “Accepted Cryptoken(s)” means any Cryptotoken accepted by the ICO Platform in exchange for MediConnect Tokens.;
⦁ “Blockchain” means is a continuously growing list of groups of records, called blocks, which are decentralised, linked sequentially, and made immutable using hashing;
⦁ “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
⦁ “Close / Closed / Closing” means a time when Contributions can no longer be made;
⦁ “Confidential Information” means any information (whether written, electronic or oral) which has been designated as confidential in writing or that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) and information the disclosure of which would, or would be likely to, prejudice the commercial interests of any person, trade secrets, Intellectual Property Rights or know-how. Confidential Information shall include the Software but shall not include information which:
⦁ was public knowledge at the time of disclosure (otherwise than by breach of clause 25);
⦁ was in the possession of the receiving party, without restriction as to its disclosure, before receiving it from the disclosing party;
⦁ is received from a third party (who lawfully acquired it) without restriction as to its disclosure; or
⦁ is independently developed without access to the Confidential Information;
⦁ “Contribution(s)” has the meaning given to it in clause 10.3;
⦁ “Cryptotoken” means a digital currency, token or coin system in which cryptography and/or the application of distributed computing power are used to regulate the generation of units and to verify Transfers, operating independently of a central bank;
⦁ “Cryptotoken Exchange(s)” means an exchange where it is possible to exchange Cryptotoken for Cryptotoken, fiat currency for Cryptotoken, or Cryptotoken for fiat currency;
⦁ “Cryptotoken Unit” means a unit of account in relation to a Cryptotoken, for example Bitcoin and MediConnect Tokens are examples of Cryptotoken Units;
⦁ “Customer Wallet” means the Customer’s Wallet to which MediConnectUK will Transfer MediConnect Tokens in accordance with these Terms;
⦁ “Distribution(s)” has the meaning given to it in clause 10.3;
⦁ “ICO Platform” means the web based platform, system and service which MediConnectUK makes available to Customers for the administration of the Public Sale and the Transfers of Contributions and Distributions in accordance with these Terms;
⦁ “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software including both source and object code, database rights, topography rights, moral rights, know-how, trade secrets and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
⦁ “MediConnect Token” means a MediConnectUK token created by MediConnectUK via the ICO Platform, and which are or will be used for features on the MediConnectUK Platform;
⦁ “MediConnect Token Rate” has the meaning given to it in clause 11.6;
⦁ “MediConnectUK Platform” means the contemplated platform which is designed to accept the MediConnect Token in exchange for discounts on pharmaceutical products available on the Website and other pharmaceutical related services;
⦁ “Open / Opened / Opening” means a time when Contributions can first be made as part of a Private Sale or Public Sale;
⦁ “Personnel” means the affiliates, officers, directors, employees, agents, contractors, consultants, vendors, and representatives of MediConnectUK;
⦁ “Private Key” means the secret code or text that is personal to the Customer and allows the Customer to sign a transaction that uses Cryptotokens stored in the Customer Wallet by proving the relationship between the Private Key and the public key of the Cryptotokens stored in the Customer Wallet;
⦁ “Private Sale” means the event where only certain entities are entitled to make Contributions in return for Distributions as further described in clause 11.1;
⦁ “Private Sale Close Date” has the meaning given to it in clause 11.1;
⦁ “Private Sale Open Date” has the meaning given to it in clause 11.1;
⦁ “Project” has the meaning given to it in clause 6;
⦁ “Public Sale” means the event where the general public is entitled to make Contributions in return for Distributions as further described in clause 11.2;
⦁ “Public Sale Close Date” has the meaning given to it in clause 11.2;
⦁ “Public Sale Open Date” has the meaning given to it in clause 11.2;
⦁ “Software” means the software used by MediConnectUK in the Website, MediConnect Tokens, ICO Platform and MediConnectUK Platform;
⦁ “Transfer / Transferred / Transferring” in relation to a Cryptotoken means a cryptographically signed message instructing a ledger transfer of Cryptotoken Units from one Wallet to another Wallet;
⦁ “Wallet” means a wallet in relation to a Cryptotoken for the collection, storage and control of Cryptotoken Units;
⦁ “Website” means https://mediconnect.io/; and
⦁ “Whitepaper” means the whitepaper found at https://mediconnect.io/wp-content/uploads/2019/MediConnect-Whitepaper.pdf.
1) Headings used in these Terms are for convenience of reference only and shall not be construed as altering the meaning of these Terms or any of its parts.
2) A person includes a natural person, corporate or unincorporated body (whether having separate legal personality or not) and that person’s legal and personal representatives, successors and permitted assignees.
3) Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular and a reference to one gender shall include a reference to the other gender.
4) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
5) A reference to writing or written includes electronic mail.
6) Any obligation not to do something includes an obligation not to allow that thing to be done.
7) A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other agreement or document (as applicable) as varied or novated (in each case, other than in breach of the provisions of these Terms) from time to time.
8) References to clauses are to the clauses of these Terms.
9) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
⦁ MediConnectUK intends to build and implement the MediConnectUK Platform (the “Project”).
⦁ MediConnect Tokens are intended to be accepted or exchanged on the MediConnectUK Platform in exchange for discounts on pharmaceutical products available on the Website and other pharmaceutical related services. MediConnect Tokens do not grant and shall not be construed as granting any legal, governance or other rights over or in relation to the MediConnectUK Platform or MediConnectUK, including shareholder rights, statutory rights, rights to dividends or rights to profits.
⦁ These Terms only govern the Distributions of MediConnect Tokens pursuant to Contributions that are made via the ICO Platform. Access to and use of the MediConnectUK Platform (and use of MediConnect Tokens on it) will be governed by and subject to additional legal terms, if and when the MediConnectUK Platform is released and operational.
⦁ MediConnect Tokens shall be developed using Stratis Platform blockchain technologies. However, MediConnectUK reserves the right in its sole discretion to change to another protocol or type of technology and in such circumstances, subject to clause 17.1 and 17.2, MediConnectUK shall not be liable to the Customer for any loss or damage it suffers as a result of such a change.
⦁ The Project does not encompass, and MediConnectUK is not a provider of:
⦁ a Cryptotoken Exchange; or
⦁ Wallet or custodial services of credentials necessary to access Cryptotokens.
REGISTRATION AND AML
⦁ To Transfer Contributions, the Customer must register for an Account with MediConnectUK on the Website.
⦁ Without prejudice to any ‘know your customer’ or ‘anti-money laundering’ exercise that may be separately conducted, MediConnectUK shall be entitled to take any action to identify the Customer at any time. If MediConnectUK conducts ‘know your customer’ exercises, ‘anti-money laundering’ exercises or any other kind of due diligence to verify the identities of all or part of its Customers or to comply with any applicable law or regulation as necessary from time to time, the Customer shall, in a timely manner, provide all such information, documentation and meet all such requests as may be sought or instructed.
⦁ If, as a result of a ‘know your customer’ exercise or otherwise, MediConnectUK becomes aware that the Customer is in breach of these Terms, or any applicable anti-money laundering, counter-terrorism financing or other regulatory requirement, the Distribution to the Customer shall be null and void and all such MediConnect Tokens Distributed to the Customer shall be revoked, cancelled (burned) or returned to MediConnectUK (at MediConnectUK’s election) without further notice. As a result, the Customer shall no longer be the controller or owner of such MediConnect Tokens and shall have no right to access or use the ICO Platform or MediConnectUK Platform.
⦁ MediConnect Tokens and the ICO Platform are not offered for use to persons or legal entities which are located in, or have their habitual residence or registered office in a jurisdiction where the holding of MediConnect Tokens or the use of the ICO Platform violates applicable law or regulations (“Restricted Jurisdiction”).
⦁ When agreeing to these Terms, or making a Contribution, the Customer warrants and represents that it is not:
⦁ an individual habitually resident in a Restricted Jurisdiction;
⦁ an individual who is temporarily resident in a Restricted Jurisdiction;
⦁ a corporation, partnership or other legal entity formed under the laws of the any Restricted Jurisdiction;
⦁ an agency, branch or office located in a Restricted Jurisdiction of a corporation, partnership or other legal entity that was formed under laws of any country other than a Restricted Jurisdiction;
⦁ a trust of which any trustee is described in clauses 8.2(a) – (d);
⦁ a legal entity where more than twenty five percent (25%) of the shares of which are owned by or for the benefit of an individual or entity described in clauses 8.2(a) – (e); or
⦁ an agent or a fiduciary acting on behalf or for the benefit of an individual or entity described in 8.2(a) – (f).
⦁ The Customer warrants and represents that its decision to make a Contribution was:
⦁ not made inside a Restricted Jurisdiction; and
⦁ not communicated to MediConnectUK from a source within a Restricted Jurisdiction.
⦁ The Customer’s Contributions are made on its own account as principal.
⦁ Due to the MediConnect Tokens being offered on the Internet via a Blockchain, MediConnectUK and the Customer acknowledge and agree that there is a possibility of MediConnect Tokens coming into the possession of persons or legal entities located in a Restricted Jurisdiction. MediConnectUK explicitly prohibits such persons or legal entities from using MediConnect Tokens and to the maximum extent permitted by law, MediConnectUK shall not be liable to the such persons or legal entities for any loss or damage it suffers as a result of such use.
⦁ The ICO Platform shall supply each Customer with their own unique address for each Accepted Cryptotoken so the Customer can make a Contribution using any of the Accepted Cryptotokens.
⦁ MediConnect carry no rights, express or implied, other than those set out in these Terms.
⦁ MediConnectUK shall use reasonable endeavours to enable MediConnect Tokens to be exchanged on Cryptotoken Exchanges, however, MediConnectUK gives no warranties, representations, guarantees or equivalent (whether express or implied) that MediConnect Tokens will be exchangeable on Cryptotoken Exchanges.
⦁ In relation to the Private Sale and Public Sale, the total amount of MediConnect Tokens to be distributed is contemplated to be five hundred million (500,000,000) (the “Total MediConnect Tokens”).
⦁ Any Contributions made during the Private Sale will benefit from a twenty percent (20%) bonus that will be applied when Distributions in respect of those Contributions are calculated using the MediConnect Token Rate.
⦁ Transfers from the Customer of Accepted Cryptotokens to the ICO Platform Wallet for the relevant Accepted Cryptotoken during the Private Sale or Public Sale (“Contributions”) will after the Private Sale and Public Sale are Closed, result in MediConnectUK Transferring (in accordance with clause 11.3) the requisite number of MediConnect Tokens to the Customer Wallet (calculated using the appropriate MediConnect Token Rate) (and each such Transfer shall be a “Distribution”).
⦁ Distributions shall be made to the Customer Wallet and Customer warrants that they control the Private Key to the Customer Wallet.
⦁ The method described at clause 10.3 is the only valid way of receiving a Distribution. It is possible that tokens created by third parties with the same or similar name may become available. Due to the decentralised nature of a Blockchain it is not possible to prevent the creation of such tokens and, subject to clauses 17.1 and 17.2, MediConnectUK shall not be liable for any loss or damage caused to the Customer as a result of the existence of such third party tokens.
PRIVATE SALE AND PUBLIC SALE
⦁ The Private Sale will open on 16 January 2018 (“Private Sale Open Date”) and Close either when: (a) Contributions totalling ten million US dollars ($10,000,000) (calculated using the applicable MediConnect Token Rate(s)) have been received by MediConnectUK; or (b) on 6 February 2019 (“Private Sale Close Date”).
⦁ The Public Sale will open one (1) week after the Private Sale Close Date (“Public Sale Open Date”) and Close on 3 September 2019 (or such earlier date as MediConnectUK elects in its sole discretion, provided it notifies the Customer) (“Public Sale Close Date”).
⦁ MediConnectUK shall use reasonable endeavours to make Distributions in relation to Contributions one month after the Public Sale Close Date.
⦁ In respect of each Contribution, MediConnectUK shall calculate the market equivalent value of that Contribution (in US dollars) as at the date of such Contribution (at a rate determined in MediConnectUK’s sole discretion).
⦁ The “Adjusted Total Contributions” shall be the market equivalent value of: (a) one hundred and twenty percent (120%) of the total valid Contributions which MediConnectUK receives in respect of the Private Sale; plus (b) one hundred percent (100%) of the total valid Contributions which MediConnectUK receives in respect of the Public Sale.
⦁ After the Public Sale Close Date, MediConnectUK shall divide the Total MediConnect Tokens by the Adjusted Total Contributions to give the “MediConnect Token Rate” and shall publish such rate on the Website.
⦁ By way of example, if there are valid Contributions to the Private Sale with market equivalent value of ten million US dollars ($10,000,000), and valid Contributions to the Public Sale with market equivalent value of eighty-eight million US dollars ($88,000,000), then the Adjusted Total Contributions would be one hundred million US dollars ($100,000,000) this being ten million US dollars ($10,000,000) plus twenty percent (20%) (two million US dollars ($2,000,000) plus eighty-eight million US dollars ($88,000,000). As a result, the MediConnect Token Rate would be five (5) this being the Total MediConnect Tokens divided by the Adjusted Total Contributions. Subject to the terms of this Agreement, each US dollar contributed: (a) to the Private Sale would receive six (6) MediConnect Tokens (as a result of the bonus set out in clause 10.2); and (b) to the Public Sale would receive five (5) MediConnect Tokens.
⦁ MediConnectUK may in its sole discretion pause, delay or terminate the Private Sale or Public Sale where:
⦁ MediConnectUK has detected a security, network performance issue or attack on MediConnect Tokens, the ICO Platform, the Website or the MediConnect Blockchain;
⦁ MediConnectUK is subject to an event listed in clause 27;
⦁ a change in law or regulation means that the MediConnectUK Platform, the Private Sale or the Public Sale becomes inviable or unfeasible for MediConnectUK to operate or administer; or
⦁ MediConnectUK reasonably believes that it is necessary to prevent loss or damage to MediConnectUK or the Customer.
⦁ If MediConnectUK exercises its rights under clause 11.8 it may in its sole discretion:
⦁ postpone the Private Sale Open Date, Private Sale Close Date, Public Sale Open Date and/or Public Sale Close Date (as applicable); or
⦁ Distribute MediConnect Tokens based only on the Contributions received, not permit any further Contributions and declare the Private Sale and/or Public Sale Closed.
⦁ If the Customer is a consumer it may request that MediConnectUK refund its Contribution provided that:
⦁ the request is made within fourteen (14) days of the date such Contribution was made; and
⦁ such Contribution has not yet resulted in a Distribution,
⦁ in these circumstances MediConnectUK will Transfer to the Wallet that was used to make the original Contribution, the amount of Cryptotoken Units of the original Contribution in the Cryptotoken that was used to make the original Contribution. Such transfer will be made within 30 days of the Customer’s initial request.
⦁ The Customer acknowledges and agrees that once it receives a Distribution, MediConnectUK has fully performed the services, and the Contribution that led to that Distribution is no longer refundable and the Customer can no longer exercise its right contained in clause 12.1.
⦁ The Customer acknowledges and agrees that if it exercises its right contained in clause 12.1 then it will no longer be eligible for a Distribution in respect of the Contribution that has been refunded.
⦁ The Customer is responsible for the accuracy of all information (including Customer Wallet details) it submits to MediConnectUK and the Customer shall ensure that all such information is up to date at all times.
⦁ The Customer represents and warrants at the date the Customer creates their account, the date(s) the Customer makes a Contribution; and the date(s) the Customer receives a Distribution that:
⦁ it is of legal age to form a binding contract (at least 18 years old in most jurisdictions);
⦁ all information it provides is true, complete, valid and not misleading;
⦁ that it shall not use the Website, ICO Platform or MediConnect Tokens in any way which:
⦁ is harmful, unlawful or illegal;
⦁ may give rise to civil or criminal liability for MediConnectUK or any of its Personnel;
⦁ in MediConnectUK’s sole discretion may bring MediConnectUK or any of its Personnel into disrepute;
⦁ is on behalf of a third party; or
⦁ is not expressly authorised by these Terms;
⦁ it obtained and was given sufficient information about the MediConnect Tokens to make an informed decision to enter into these Terms and has taken advice (commercial, technical, legal or otherwise) in connection with its acquisition or control of MediConnect Tokens;
⦁ it understands and acknowledges that MediConnect Tokens confer only the right to use and access the MediConnectUK Platform, as set out in clause 6.2, and confer no other rights of any form with respect to the MediConnectUK Platform or MediConnectUK;
⦁ it is acquiring or gaining control over MediConnect Tokens to access the MediConnectUK Platform in order to exchange MediConnect Tokens for discounts on pharmaceutical products available on the Website and other pharmaceutical related services and that it is not acquiring MediConnect Tokens for any other use or purpose, including, any investment, speculative or other financial purposes;
⦁ it understands and acknowledges that the Project carries significant execution, financial, regulatory and reputational risks and that the Project may never be completed;
⦁ it shall have no right against MediConnectUK or any other party to request or require a refund of the Contributions, other than set out in these Terms;
⦁ it shall be solely liable for any costs or expenses, including taxation, which arises as a result of a Contribution, Distribution or the control of or sale of MediConnect Tokens; and
⦁ a Distribution to it complies with all laws and regulation applicable to it or the jurisdiction it is located in, or has its habitual residence or registered office in, including:
⦁ having legal capacity and any other threshold requirements in its jurisdiction for acquiring or taking control of MediConnect Tokens and entering into contracts with MediConnectUK;
⦁ any foreign exchange or regulatory restrictions applicable to this contract; and
⦁ any governmental or other consents that may need to be obtained.
⦁ In the event that any of the warranties and representations in clause 13.2 are incomplete, misleading or untrue, MediConnectUK reserves the right to declare null and void any or all Distributions to the Customer and as a result all MediConnect Tokens Distributed to the Customer shall be revoked, cancelled (burned), or returned to MediConnectUK (at MediConnectUK’s election) without further notice. As a result, the Customer shall no longer be the controller or owner of such MediConnect Tokens and shall have no right to access or use the ICO Platform, or Website.
⦁ The Customer agrees to be financially responsible for all of its use of the ICO Platform and Website (including any unauthorised use of its Account or the ICO Platform as described in this clause 13 or clause 19, which is strictly prohibited).
⦁ The Customer agrees to fully reimburse and compensate MediConnectUK on demand from and against any and all damages, liability and costs (including reasonable legal fees) incurred by MediConnectUK in connection with any claim arising out of:
⦁ any fraud or fraudulent misrepresentation the Customer commits;
⦁ any inaccuracy or defect in any of the information the Customer provides to MediConnectUK;
⦁ any breach of applicable law or regulation by the Customer;
⦁ any failure to comply with guidelines or reasonable instructions issued by MediConnectUK from time to time in respect of the Customer’s use of the ICO Platform, Website or MediConnect Tokens;
⦁ any use of the Customer’s Account by a third party;
⦁ any breach by the Customer of these Terms; and
⦁ third party claims arising from the Customer’s use of the ICO Platform or MediConnect Tokens.
⦁ The Customer shall cooperate with MediConnectUK in the defence of any claim MediConnectUK receives in relation to the Customer’s use of the ICO Platform, Website or MediConnect Tokens.
INTELLECTUAL PROPERTY RIGHTS
⦁ The Customer acknowledges that all right, title and interest in the ICO Platform, MediConnectUK Platform all Software provided or used by MediConnectUK under these Terms including all Intellectual Property Rights, belong to and are retained solely by MediConnectUK or its third-party suppliers. These Terms do not provide the Customer with title or ownership of any Intellectual Property Rights or other rights other than the rights specified in these Terms.
⦁ If the Customer suggests any new features or functionality for the Software, ICO Platform, MediConnectUK Platform or MediConnect Tokens that MediConnectUK subsequently incorporates, such new features or functionality shall be the sole and exclusive property of MediConnectUK and shall be free from any confidentiality restrictions that might otherwise be imposed upon MediConnectUK pursuant to these Terms.
⦁ MediConnectUK shall provide the MediConnect Tokens and the ICO Platform using reasonable care and skill. However, the Customer acknowledges that Software, the internet and other technology (including Blockchain technology) upon which MediConnectUK relies is never completely error free and technical disruptions and human error may interfere with the use of (or cause a loss of) MediConnect Tokens.
⦁ MediConnectUK shall use reasonable efforts to release an operational version of the MediConnectUK Platform, however, MediConnectUK makes no warranties, representations or guarantees (whether express or implied) that the MediConnectUK Platform will be released or operational at any point in time. MediConnect Tokens, the ICO Platform and the MediConnectUK Platform are provided on an “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT.
⦁ The Customer acknowledges and agrees that the Whitepaper is only a guidance document and MediConnectUK makes no warranties, representations or guarantees (whether express or implied) as to:
⦁ the contents of the Whitepaper (which may be updated from time to time); or
⦁ whether or not the MediConnectUK Platform or MediConnect Tokens will conform with descriptions provided in the Whitepaper.
⦁ MediConnectUK is not in a position, nor shall these Terms be construed as requiring or obliging MediConnectUK, to keep the controllers of MediConnect Tokens up to date with all information on the development of the MediConnectUK Platform or the progress MediConnectUK is making.
⦁ The Project, including the development of the MediConnectUK Platform, has been designed to meet a perceived need in the market. It is possible that MediConnectUK, the ICO Platform, MediConnectUK Platform and/or MediConnect Tokens will not be used by a large enough number of individuals, businesses or other organisations and that there will be limited public interest in the creation and development of its functionalities to make the development or maintenance of the Project or MediConnectUK Platform commercially viable. It is also possible that a change in law or regulation means that MediConnectUK, the ICO Platform, MediConnectUK Platform and/or MediConnect Tokens become inviable or unfeasible to proceed with as anticipated. Such lack of interest or change in law or regulation could impact the funding and development of the Project, the MediConnectUK Platform and consequently the usability of MediConnect Tokens.
⦁ MediConnectUK gives no representations, warranties, guarantees or equivalent (whether express or implied) that MediConnect Tokens are not considered a security in certain jurisdictions and the Customer acknowledges that Blockchain technology and networks, Cryptotokens and MediConnect Tokens could be impacted by regulatory inquiries or actions, including restrictions on the use or possession of Cryptotokens. The Customer undertakes not to use MediConnect Tokens in a jurisdiction where their use is illegal and shall bear its own legal or financial consequences if MediConnect Tokens are deemed by a competent authority to be a security, classified as illegal in a certain jurisdiction or regulatory action impedes or limits their existence, permissibility of use and possession and value in any jurisdiction.
⦁ MediConnect Tokens will be issued on a blockchain solution developed using the Stratis Platform (“Tech Stack”). As such, any malfunction, unintended function or unexpected functioning of the Tech Stack protocol may cause MediConnect Tokens to malfunction or function in an unexpected or unintended manner. Unforeseeable changes in the Tech Stack, whether intended or not, may likewise impact the value and usability of MediConnect Tokens.
⦁ If MediConnect Tokens become exchangeable on Cryptotoken Exchanges, in accordance with clause 9.3 no guarantees are given in relation to the capacity or volume of such Cryptotoken Exchanges and the Customer acknowledges that there may be a limited market for MediConnect Tokens resulting in the Customer being unable to exchange MediConnect Tokens for either other Cryptotokens or fiat currency.
⦁ MediConnect Tokens and the ICO Platform are unregulated. MediConnectUK is not a financial institution and is currently not under supervision of any financial supervisory authority. MediConnectUK does not provide any licensed financial services and the Project is not a public offering of equity or debt.
⦁ These Terms do not constitute an offer or solicitation to buy or sell shares or securities in any jurisdiction.
⦁ None of the information or analyses presented is, nor is intended to be, the basis for any investment decision, and no specific recommendations are made or intended. MediConnect Tokens or MediConnectUK services offered on the ICO Platform or MediConnectUK Platform are not, do not offer, and shall not be construed as investments or financial products of any kind.
LIMITATION OF LIABILITY
⦁ Nothing in these Terms shall limit or exclude liability for:
⦁ death or personal injury caused by negligence;
⦁ fraud or fraudulent misrepresentation; or
⦁ any other liability which cannot be limited or excluded by applicable law.
⦁ If the Customer is a consumer, nothing in these Terms shall limit to less than the amount of the Customer’s Contribution(s) (where each Contribution is measured in British pounds sterling market equivalent value as of the time and date of its Transfer (at a rate determined in MediConnectUK’s sole discretion)) MediConnectUK’s liability to the Customer for MediConnectUK’s failure to perform the services under these Terms with reasonable skill and care.
⦁ Subject to clause 17.1 and if the Customer is a consumer, clause 17.2, MediConnectUK and the Customer shall not be liable for any:
⦁ indirect, special or consequential loss or incidental loss;
⦁ loss of profit;
⦁ loss of business or business opportunity;
⦁ loss of revenue;
⦁ loss of anticipated savings;
⦁ wasted expenditure;
⦁ loss of goodwill;
⦁ loss or corruption of data;
⦁ loss caused as a result of the Customer’s negligence, lack of understanding of Cryptotokens, Blockchain technology or networks, Transfers or Wallets or failure to follow any reasonable instructions issued by MediConnectUK;
⦁ loss caused as a result of the loss, theft or destruction of the Customer’s Private Key(s);
⦁ loss caused by advances in technology or cryptography (including to development of quantum computers) that effects the security of Cryptotokens;
⦁ loss caused by mining attacks, including double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks;
⦁ loss caused by a change in the exchange rate or value of any Cryptotoken (including as a result of the acts or omissions of MediConnectUK);
⦁ loss caused by any legal, regulatory or technical changes in any part of the world relating to Cryptotokens or Blockchain technology;
⦁ loss caused by a technical vulnerability in any Cryptotokens or Blockchain technology;
⦁ loss caused by a Cryptotoken community decision to change the operating model or technical features of a Cryptotoken (whether or not this results in a ‘fork’);
⦁ loss caused by an unforeseeable event set out in clause 27;
⦁ loss caused by the Customer or any third party;
⦁ loss caused by a security breach as detailed in clause 19.3;
⦁ loss caused by the Customer’s chosen method of storing and moving Cryptotoken (including the security systems the Customer Wallet has in place); or
⦁ loss caused by the acts of omissions of a bank or banking services provider to MediConnectUK,
⦁ (even if advised of the possibility of such loss or damage) arising under or in connection with these Terms whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise.
⦁ Subject to clause 17.1 and 17.2, the total aggregate liability for MediConnectUK or the Customer arising under or in connection with these Terms in any twelve (12) month period, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to the total amount of the Customer’s Contribution(s) (where each such Contribution is measured in British pounds sterling market equivalent value as of the time and date of its Transfer (determined in MediConnectUK’s sole discretion)) Transferred by the Customer to MediConnectUK in the twelve (12) months immediately prior to the event giving rise to the first claim in the relevant twelve (12) month period.
ACKNOWLEDGMENT OF CONSUMER PROTECTION LAWS
⦁ Please note that in some jurisdictions consumer protection laws may not allow certain disclaimers or exclusions or limitations of liability and consequently some of the disclaimers, exclusions and limitations of liability in these Terms may not apply.
⦁ The Customer shall implement and maintain reasonable and appropriate measures designed to secure access to:
⦁ its Account;
⦁ any device associated with the email address associated with its Account; and
⦁ Private Keys (howsoever stored) required to access any relevant Wallet relating to their Contribution or Distribution.
⦁ The Customer shall not access their Account using any service or technology that hides or disguises the actual internet connection of the Customer (including proxies and virtual private networks).
⦁ The Customer’s Account is personal to the Customer and the Customer shall not share their Account with anyone. If the Customer suspects or becomes aware of any unauthorised use of its Account or any security breach it shall immediately inform MediConnectUK by sending an email to the address set out in clause 1.2. MediConnectUK shall take such actions and measures as may be (in MediConnectUK’s sole discretion) possible and reasonably necessary to attempt to secure the Customer’s account, the Website, the ICO Platform, MediConnect Tokens and systems as a whole.
DELAY IN ENFORCING RIGHTS
⦁ If MediConnectUK does not insist immediately that the Customer does something it is required to do under these Terms, or if MediConnectUK delays in taking steps against the Customer in respect of it breaking these Terms, this will not mean that the Customer will not have to do those things and it will not prevent MediConnectUK from taking steps against the Customer at a later date.
WHAT HAPPENS IF A COURT FINDS THESE TERMS TO BE ILLEGAL
⦁ If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 22 shall not affect the validity and enforceability of the rest of these Terms.
TRANSFERRING THESE TERMS
⦁ MediConnectUK may transfer its rights and obligations under these Terms to another organisation. MediConnectUK will always inform the Customer in writing if this happens and will ensure that the transfer will not affect the Customer’s rights under these Terms. The Customer may only transfer its rights or obligations under these Terms (other than a MediConnect Tokens itself) to another person if MediConnectUK agrees to this in writing in advance of such a transfer.
NO OTHER PARTY OTHER THAN MEDICONNECTUK AND THE CUSTOMER HAVE RIGHTS UNDER THESE TERMS
⦁ These Terms are between MediConnectUK and the Customer. No other person shall have any rights to enforce any of the terms. Neither MediConnectUK nor the Customer will need to get the agreement of any third party to make any changes to these Terms.
⦁ The Customer and MediConnectUK shall each protect each other’s Confidential Information against any unauthorised disclosure, not make use of any such Confidential Information for any purpose other than in connection with these Terms and shall notify each other if it becomes aware of any such unauthorised disclosure.
⦁ All notices, invoices, requests, demands or communications required or permitted by these Terms shall be in writing and delivered personally, by electronic mail or post to MediConnectUK using the details at clause 1 and to the Customer using such details as agreed in writing by MediConnectUK and the Customer. All notices, requests, demands or communications shall be deemed received upon receipt for personal delivery, or on the Business Day following the date of sending if sent using electronic mail or post.
⦁ This clause 26 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
⦁ Neither MediConnectUK or the Customer will be liable to the other for any delay or non-performance of its obligations under these Terms arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, hacking, war, fire, flood, failure of a Cryptotoken, a change in law or regulation which means that the MediConnectUK Platform, or Public Sale, becomes inviable or unfeasible for MediConnectUK to operate or administer, accident, strikes, lock-outs or other industrial action, breakdown of plant or machinery, explosion or civil commotion.
NO PARTNERSHIP OR AGENCY
⦁ Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between MediConnectUK and the Customer, constitute any MediConnectUK or the Customer as agent of any other person, or authorise MediConnectUK or the Customer to make or enter into any commitments for or on behalf of any other person.
⦁ MediConnectUK and the Customer confirm they are acting on their own behalf and not for the benefit of any other person.
DISPUTES AND COMPLAINTS
⦁ These Terms shall be governed by and construed in accordance with the laws of England. Any dispute, controversy or claim arising out of or in relation to the Terms shall be dealt with exclusively by the courts of England.
⦁ If the Customer has a complaint or query about these Terms, the ICO Platform, the MediConnectUK Platform and/or MediConnect Tokens, the Customer should contact MediConnectUK using the details shown at clause 1.