PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS.
Your purchase of MediLiVes Tokens (“ MLIV ”) during the MLIV sale period (“ Sale Period ”) from MediLiVes.co.uk (“ MediLiVes.co.uk ”, “ MediLiVes ”, “ we ”, or “ us ”) is subject to these Terms of Sale (“ Terms ”). Each you and MediLiVes is a “ Party ”, and together the “ Parties ”.
Restrictions: Participants cannot purchase MLIV if there are applicable legal restrictions in their country of residence. Participants may be restricted by their jurisdictions from participating in token sales. The Website and MLIV are only intended for sale to Participants who may lawfully offered MLIV for sale. MediLiVes will ask all prospective Participants to certify that they are not residents of our Restricted Jurisdictions. If any persons from a Restricted Jurisdiction are found to have contributed, their contribution will be refunded immediately.
By purchasing MLIV from us during the Sale Period and/or using MLIV in connection with the Platform (as defined below), you are bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at info@mediLiVes.co.uk
You and MediLiVes agree as follows:
MediLiVes is intended to be Artificial Intelligence Based decentralized Telemedicine system, platform powered by Big Data and AR, that will reduce costs of healthcare and medical examinations, when individuals or organisations are looking for healthcare/ medical services (The “ Services ”), as facilitated through a decentralized platform that MediLiVes and its affiliates are developing (the “ Platform ”). Important additional details regarding the Services and Platform are provided in Annex A.
1. General Terms :
2.1 By purchasing MLIV, the contributor represents and warrants that he/she:
A. to the fullest extent permitted by law, MediLiVes provides no warranties hereunder, of whatsoever nature, whether express or implied, and that MLIV are purchased on an “as is” basis;
B. he/she accepts sole risk for the purchase of MLIV, the creation and issue of MLIV, and the development and deployment of the MediLiVes Platform carries financial, regulatory and reputational risks, including but not limited to those set out in Annex A of this TTS, and that he/she accepts and assumes the sole risk for the purchase of MediLiVes;
C. the MediLiVes online services, software solutions and Websites including, but not limited to, the Project, are currently being developed and may undergo significant changes before final release, or may not have a final release;
D. while MediLiVes will make reasonable efforts to continue to develop the features of its software, it is possible that there may never be an operational and completed Project with the desired features. It is also possible that, even if MediLiVes releases a desired version of the Project, due to a lack of public interest in decentralised applications the MediLiVes Platform could be suspended/terminated.
3. Pre-ICO/ IEO Purchases
3.1. At any time prior to MLIV being made generally available to the public for purchase via an ICO/ IEO or IEO, MediLiVes may, at its sole discretion, sell a pre-allocation of MLIV, and/or a substitute token, to any number of contributors in a private placement (“ Pre-ICO/ IEO Purchase”). Proceeds of Pre-ICO/ IEO Purchases are not considered ICO/ IEO proceeds of sale pursuant to clause 3 and, as such, the entirety of the proceeds of Pre-ICO/ IEO Purchases may be deployed by MediLiVes and MediLiVes to cover Operating Costs, as it sees fit.
3.2. The amount of Pre-ICO/ IEO Purchases available will be limited (“Pre-ICO/ IEO Cap ”). Once the Pre-ICO/ IEO Cap has been surpassed, any additional contributor contributions made prior to the ICO/ IEO will be considered to be ICO/ IEO contributions, subject to the normal ICO/ IEO terms, and not Pre-ICO/ IEO Purchases for the purposes of this clause 3, unless specifically stated to the contrary by MediLiVes.
3.3. The Token Sale of MLIV will be denominated in ETH and converted into fiat currency, as needed. The value of ETH may fluctuate and MediLiVes may not be able to develop or maintain its software as intended should such fluctuations detrimentally and materially affect the value of ETH.
4. MediLiVes ICO/ IEO and Pricing
4.1. The MediLiVes ICO/ IEO is to be run at the sole discretion of MediLiVes, between such dates as may be published on the MediLiVes Ratings website from time to time. MediLiVes reserves the right to change the dates of any MLIV sale period for any reason whatsoever.
4.2. The standard price of MLIV in its ICO/ IEO “Crowdsale” is approx. 0.03 USD or 1 ETH equals 9000 MLIV tokens. The token sale price may vary during promotional sale during pre/post ICO/ IEO.
4.3. Bonus Tokens: There is a bonus slab system created by MediLiVes team, which will provide Contributors bonus MLIV tokens in more preferable terms. Bonus Slabs are explained as follow :
Purchase Amount Bonus %
1 to 10 ETH 25%
11 ETH to 50 ETH 50%
51 ETH above 100%
4.4. The pre-ICO/ IEO and Crowdsale sale and discount structures are also listed on the Token Sale page of the Website.
5. Purchase Procedures & vesting period
5.1. To make a Pre-ICO/ IEO Purchase, or to purchase MLIV during the ICO/ IEO, the contributor must have previously created an account on the Website (“Registered Account”).
5.2. Having specified in ETH the amount of Pre-ICO/ IEO Purchase, or MLIV, that the contributor desires, he/she will be redirected to a third-party payment processor to Purchase Amount Bonus % 1 to 10 ETH 25% 11 ETH to 50 ETH 50% 51 ETH above 100% complete the transaction. The contributor understands, acknowledges, and agrees that:
5.3. There will be no distribution of MLIV to any contributor during the ICO/ IEO. As soon as reasonably practicable following the completion of the ICO/ IEO, MediLiVes will create and associate with each Registered Account an MLIV wallet, and any MLIV to which the contributor may be entitled will be distributed to the contributor’s MLIV wallet, and will be accessible to the contributor by logging in to his/her Registered Account. MediLiVes reserves the right to delay distribution of MLIV for any reason whatsoever (including for Know Your Customer check on Participants and their wallet addresses).
5.4 The MLIV tokens purchased during pre-sale /private sale cannot be sold until after six to twelve months of the tokens being listed on the public exchange(s) and such tokens will be redeemable at 20% per year for upto 5 years. Token holders during the pre-sale /private sale will be credited with 25% of the total token held as an extra bonus if they have not disposed of their 20% holdings after the initial period of 12 months after listing on public exchanges.
6. Security of Contributions
6.1. Having purchased MLIV, the contributor understands, acknowledges and agrees that:
7. MediLiVes and Rights of MLIV Holders
7.1. Any software/platform/ solution developed by MediLiVes or by MediLiVes Partners, whether or not developed using the proceeds of sale of MLIV, may give rise to other software solutions, networks, products and/or services which may have their own membership and/or participation criteria and neither the contributor, nor any other MLIV holder, will be entitled to participate or interact with such software solutions, networks, products and/or services, by simple virtue of the fact that they are, or have previously been, a holder of MLIV
7.2. Ownership of MLIV tokens do not carry any rights, express or implied, other than the right to use MLIV as a means to obtain Services, and to enable usage of and interaction with the Platform, if successfully completed and deployed. In particular, you understand and accept MLIV do not represent or confer any ownership right, stake, share, 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 the Platform and/or MediLiVes and its corporate affiliates, other than rights relating to the receipt of Services and use of the Platform, subject to limitations and conditions in these Terms. MLIV tokens are not intended to be a digital currency, security, commodity, or any other kind of financial instrument.
7.4. MLIV is not intended to be a digital currency, security, commodity or any other kind of financial instrument. MLIV is a utility token. Furthermore, MediLiVes is not intended to be marketed, offered for sale, purchased, sold or traded in any jurisdiction where they are prohibited by applicable laws or require further registration with any applicable governmental authorities.
7.5. The purchase price of MLIV is exclusive of all applicable taxes. The contributor acknowledges and agrees that he/she is responsible for:
• determining what, if any, taxes apply to the purchase of MLIV, including, for example, sales, use, value added, and similar taxes; and
• withholding, collecting, reporting and remitting the correct taxes to the appropriate tax authorities.
7.6. MediLiVes is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from the contributor’s purchase and/or use of MLIV
7.7. The contributor understands, acknowledges, and agrees that, the regulatory status of cryptographic tokens and distributed ledger technology is neither settled, nor clear, in many jurisdictions. There can be no assurance that laws and regulations will not be promulgated in various jurisdictions that might adversely impact the operations of MediLiVes, the MediLiVes Platform developed and/or MLIV.
7.8. Operations of MediLiVes, its platform, systems, and networks, together with MLIV and its associated networks, are subject to attacks by hackers or miners in the course of validating transactions on the Ethereum blockchain. Because much of MediLiVes’s software is based on open-source software, there is a risk that a third party may introduce a weakness to the core infrastructure of the same, or that such a weakness may already exist, whether or not known.
8. Know Your Customers (KYC)
8.1. It is MediLiVes’s policy that We encourage all Participants to complete our Know Your Customer (“KYC”) verification procedure whatever the level of your contribution in our pre-sale or Crowdsale.
8.2. All Participants must cooperate for the KYC process according to provisions relating to the prevention of KYC checks. All Participants give permission to MediLiVes to undertake any measures required to satisfy our duty to undertake KYC checks.
8.3. MediLiVes reserves the right to conduct KYC checks on you, if deemed necessary,or you meet our policy thresholds, or it becomes required by the applicable laws, or in the case that one of our partners requires it to undertake a service for the benefit of MediLiVes and Participants for the Project. You agree to fully cooperate with any third party engaged by MediLiVes to conduct our KYC checks by whatever means they may be conducted. You agree to provide correct and accurate information to any third party engaged for these purposes.
8.4. MediLiVes’s KYC policy aim to check each Participant against government watch lists, including but not limited to, the specifically designated nationals and blocked persons, and including contributions from high risk jurisdictions. On request by MediLiVes, contributor shall immediately provide to MediLiVes information and documents that MediLiVes, in its sole discretion, deems necessary or appropriate to conduct KYC checks. Such documents may include, but are not limited to, driver’s licence, utility bill, photograph of associated individuals, government identification card or sworn statement. MediLiVes may, in its sole discretion, refuse to distribute MLIV to contributor until such requested information is provided.
8.5. Each Participant hereby undertakes to provide valid proof concerning the legality of his/her/its proceeds used to purchase MLIV upon MediLiVes’s request or the request of bank institutions or government authorities.
8.6. Each Participant acknowledges and agrees that MediLiVes shall not be held liable for any false or misleading information that you communicate to MediLiVes or to its third-parties engaged, and you shall fully indemnify MediLiVes and its directors in the event of any claim, loss, or damage (including reputational damage) in relation to a breach of applicable and KYC regulations.
9. Limitations on Liability
9.1. THE CONTRIBUTOR ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE CONTRIBUTOR WILL NOT HOLD ANY OF MLIV BUYER, AND ITS RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, ATTORNEYS, ACCOUNTANTS, FINANCIAL ADVISORS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (“MLIV BUYER PARTIES”) LIABLE FOR ANY DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, MLIV BUYER, MLIV BUYER PLATFORM OR ANY ASSOCIATED SOFTWARE OR PLATFORM UNDER ANY CAUSE OF ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT NONE OF THE MLIV BUYER PARTIES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE, MLIV.
9.2. THE CONTRIBUTOR FURTHER SPECIFICALLY ACKNOWLEDGES THAT MLIV BUYER PARTIES ARE NOT LIABLE, AND THE CONTRIBUTOR AGREES NOT TO SEEK TO HOLD ANY OF THE MLIV BUYER PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER CONTRIBUTORS OF MLIV AND ANY THIRD-PARTY INTERMEDIARY USED IN FACILITATING THE MLIV BUYER SALE, AND THAT THE RISK OF PURCHASING AND USING MLIV RESTS ENTIRELY WITH THE CONTRIBUTOR.
9.3. TO THE EXTENT PERMISSIBLE UNDER ANY APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE MLIV BUYER PARTIES BE LIABLE TO ANY CONTRIBUTOR OF MLIV BUYER FOR THE PURCHASE OF MLIV BUYER
10. Entire Agreement
10.1. This TTS sets out the entire agreement and understanding between MediLiVes and the contributor as to the Token Sale and supersedes any and all public statements about MediLiVes and the sale of MLIV made by any third party, MediLiVes or any individuals associated with any MediLiVes Parties, past, present and future.
10.2. MediLiVes reserves the right, at its discretion, to vary, change, modify, add to or remove any term or provision of this TTS, at any time, promptly upon posting the amended agreement on its website. Any contributor will be deemed to have accepted such changes by subsequently purchasing MLIV.
10.3. In the event that the contributor does not agree to any provision or term of the applicable MLIV TTS from time to time, he/she should not purchase MLIV
Certain Risks Relating to Purchase, Sale, and Use of MLIV
By purchasing, holding, and using MLIV, you expressly acknowledge and assume the following risks:
1. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Platform or MLIV in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, smurfing, and spoofing. Furthermore, because the Platform is based on open-source software, there is a risk that a third party or a member of the MediLiVes.co.uk team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the MediLiVes and MLIV, including MLIV’s utility for obtaining Services.
2. Risk of Mining Attacks
As with other decentralized cryptographic tokens based on the Ethereum protocol, MLIV are susceptible to attacks by miners in the course of validating MLIV transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the MediLiVes Platform and MLIV, including, but not limited to, accurate execution and recording of transactions involving MLIV.
3. Risks Associated with the Ethereum Protocol
Because MLIV and the MediLiVes Platform are based on the Ethereum protocol, any malfunction, breakdown, or abandonment of the Ethereum protocol may have a material adverse effect on the Platform or MLIV. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to MLIV and the MediLiVes Platform, including the utility of MLIV for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.