Terms and Conditions Cont.
8. Taxes The purchase price that you pay for MC is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of MC, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities. MEDIBIT PTE. LTD. (201813715H) are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of MC.
9. Representations and Warranties By transferring Ether to the smart contract system (“Smart Contract System,” as explained in Exhibit B) to purchase MC from MEDIBIT PTE. LTD. (201813715H), you represent and warrant that: (a) You have read and understand these Terms (including all Exhibits); (b) You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens like Bitcoin and Ether, token storage mechanisms (such as token wallets), blockchain technology, and blockchainbased software systems to understand these Terms and to appreciate the risks and implications of purchasing MC; (c) You have carefully reviewed the code of the Smart Contract System located on the Ethereum blockchain at the addresses set forth in Exhibit B and fully understand and accept the functions implemented therein; (d) You have obtained sufficient information about MC to make an informed decision to purchase MC; (e) You understand the restrictions and risks associated with the creation of MC by the Smart Contract System as set forth herein, and acknowledge and assume all such risks; (f) You understand, acknowledge, and assume the risks associated with the purchase, holding, and use of MC in connection with the Services and Platform, as explained and disclosed in Section 5 and Exhibit C; (g) You understand that MC confer only the right to receive Services and to access the Platform, and confer no other rights of any form with respect to the Platform or MEDIBIT PTE. LTD. (201813715H) or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (h) You are purchasing MC solely for the purpose of receiving Services, accessing the Platform, and supporting the development, testing, deployment, and operation of the Platform, being aware of the commercial risks associated with the MEDIBIT PTE. LTD. (201813715H) and the Platform. You are not purchasing MC for any other purposes, including, but not limited to, any investment, speculative, or other financial purposes; (i) Your purchase of MC complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing MC, using MC, and entering into contracts with MEDIBIT PTE. LTD. (201813715H), (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained; (j) You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of MC; (k) If you are purchasing MC on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf, and such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly). If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf; (l) You are not resident or domiciled in New York State or purchasing MC from a location in New York State; (m) You are not (i) a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services; and (n) You understand and acknowledge that title to, and risk of loss of, MC you purchase from MEDIBIT PTE. LTD. (201813715H) and receive from the Smart Contract System passes from MEDIBIT PTE. LTD. (201813715H) to you in the State of Georgia.
10. Indemnification (a) To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless MEDIBIT PTE. LTD. (201813715H) and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (the “MEDIBIT PTE. LTD. (201813715H) Parties”) from and against all claims, demands, actions, damages, losses, costs, and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of MC, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any other person or entity. (b) MEDIBIT PTE. LTD. (201813715H) reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 10(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and MEDIBIT PTE. LTD. (201813715H).
11. Disclaimers To the fullest extent permitted by applicable law and except as otherwise specified in a writing by MEDIBIT PTE. LTD. (201813715H), (a) MC are sold on an “as is” and “as available” basis without warranties of any kind, and MEDIBIT PTE. LTD. (201813715H) expressly disclaim all implied warranties as to MC, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) MEDIBIT PTE. 45 | P a g e LTD. (201813715H) do not represent or warrant that MC are reliable, current, or error-free, meet your requirements, or that defects in MC will be corrected; and (c) MEDIBIT PTE. LTD. (201813715H) cannot and do not represent or warrant that MC or the delivery mechanism for MC are free of viruses or other harmful components. Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.
12. Limitation of Liability (A) to the fullest extent permitted by applicable law: (i) in no event will MEDIBIT PTE. LTD. (201813715H) or any of the MEDIBIT PTE. LTD. (201813715H) parties be liable for any indirect, special, incidental, consequential, or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income, or profits, loss of use or data, or damages for business interruption) arising out of or in any way related to the sale or use of MC or otherwise related to these terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive, or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable); and (ii) in no event will the aggregate liability of MEDIBIT PTE. LTD. (201813715H) and the MEDIBIT PTE. LTD. (201813715H) parties (jointly), whether in contract, warranty, tort (including negligence, whether active, passive, or imputed), or other theory, arising out of or relating to these terms or the use of or inability to use MC, exceed the amount you pay to MEDIBIT PTE. LTD. (201813715H) for MC. (B) the limitations set forth in Section 12(A) will not limit or exclude liability for the gross negligence, fraud, or intentional, willful, or reckless misconduct of MEDIBIT PTE. LTD. (201813715H). (C) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
13. Release To the fullest extent permitted by applicable law, you release MEDIBIT PTE. LTD. (201813715H) and the other MEDIBIT PTE. LTD. (201813715H) Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and 46 | P a g e unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
14. Dispute Resolution The parties hereto will use their reasonable best efforts to resolve any dispute hereunder through good faith negotiations. A party hereto must submit a written notice to any other party to whom such dispute pertains, and any such dispute that cannot be resolved within thirty (30) calendar days of receipt of such notice (or such other period to which the parties may agree) will be submitted to an arbitrator selected by mutual agreement of the parties. In the event that, within fifty (50) days of the written notice referred to in the preceding sentence, a single arbitrator has not been selected by mutual agreement of the parties, a panel of arbitrators (with each party to the dispute being entitled to select one arbitrator and, if necessary to prevent the possibility of deadlock, one additional arbitrator being selected by such arbitrators selected by the parties to the dispute) shall be selected by the parties. The decision of the arbitrator or arbitrators, or of a majority thereof, as the case may be, made in writing will be final and binding upon the parties hereto as to the questions submitted, and the parties will abide by and comply with such decision; provided, however, the arbitrator or arbitrators, as the case may be, shall not be empowered to award punitive damages. Unless the decision of the arbitrator or arbitrators, as the case may be, provides for a different allocation of costs and expenses determined by the arbitrators to be equitable under the circumstances, the prevailing party or parties in any arbitration will be entitled to recover all reasonable fees (including but not limited to attorneys' fees) and expenses incurred by it or them in connection with such arbitration from the non-prevailing party or parties.
15. Governing Law and Venue These Terms will be governed by and construed and enforced in accordance with the law of England and Wales, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual disputes or claims) that is not subject to arbitration will be resolved exclusively by the English Courts. By 47 | P a g e purchasing MC, you hereby consent to the exclusive jurisdiction of such courts, and waive any right to challenge jurisdiction or venue in such courts with regard to any suit, action, or proceeding under or in connection with the Agreement.
16. Rights of third parties For the purposes of the Contracts (Rights of Third Parties) Act 1999 (England and Wales and Northern Ireland), nothing herein expressed is intended to or shall be construed to confer upon or give to any person, firm or other entity, other than the Parties hereto and their permitted assigns, any rights or remedies under or by reason of this agreement.
17. Force majeure The Parties shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay: - i) is beyond the reasonable control of the party; ii) materially affects the performance of any of the party's obligations under this agreement; and iii) could not reasonably have been foreseen or provided against.
18. Severability If any term, clause, or provision of these Terms is held unlawful, void, or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
19. Confidentiality Neither party may without the prior written consent of the other, such consent not to be unreasonably withheld, assign or in any way dispose of its rights under this agreement to any third party. 'Confidential Information' includes all written, pictorial, machine readable or oral information which relates to trade secrets, customers, suppliers, or business associations or information that is financial, technical or commercial in nature.
20. Miscellaneous These Terms constitute the entire agreement between you and MEDIBIT PTE. LTD. (201813715H) relating to your purchase of MC from MEDIBIT PTE. LTD. (201813715H). MEDIBIT PTE. LTD. (201813715H) may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If MEDIBIT PTE. LTD. (201813715H) make changes, MEDIBIT PTE. LTD. (201813715H) will post the amended Terms at and update the “Last Updated” date above. MEDIBIT PTE. LTD. (201813715H) may also attempt to notify you through the MC website at www.MediBit.com. The amended Terms will be effective immediately upon posting. MEDIBIT PTE. LTD. (201813715H) may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. MEDIBIT PTE. LTD. (201813715H) will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing MC from MEDIBIT PTE. LTD. (201813715H) does not create any form of partnership, joint venture, or any other similar relationship between you and MEDIBIT PTE. LTD. (201813715H). Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and MEDIBIT PTE. LTD. (201813715H) and are not intended to confer thirdparty beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that MEDIBIT PTE. LTD. (201813715H) provide to you, including these Terms, will be provided in electronic form. * * * * *
EXHIBIT A Description of MEDIBIT PTE. LTD. (201813715H), Platform, and MediBit Coin 1. Overview of MEDIBIT PTE. LTD. (201813715H) MEDIBIT PTE. LTD. (201813715H) is an entity registered in the State of Georgia. MEDIBIT PTE. LTD. (201813715H) will have primary responsibility for the provision of Services and for administering the development of certain aspects of the Platform. The Platform, including the MediBit network and settlement system described below, was developed and is operated entirely by the MEDIBIT PTE. LTD. (201813715H). It is anticipated that in the future, MEDIBIT PTE. LTD. (201813715H) may form other corporate affiliates to which MEDIBIT PTE. LTD. (201813715H) may provide, or from which MEDIBIT PTE. LTD. (201813715H) may receive, certain administrative, technical, and development services in connection with the Services and Platform. 2. Overview of Current Platform The Platform will consist of a network where participants in the network, such as individuals and health care providers, may securely store, access, and share electronic private health information (“ePHI”), and where individuals, health care providers, and insurers may settle transactions among each other. 3. Development of Platform with MC Functionality and Services MC is based on the Ethereum protocol and conforms to the ERC20 standard. As a result of directly integrating MC and its functionality into the Platform, the Platform will consist of (i) the MediBit network, which provides for secure storage, access, and use of ePHI by network participants, and (ii) settlement of transactions among participants in the MediBit network, each as facilitated by MC. Further details regarding the Platform are described in “MediBit: A Healthcare Peerto-Peer EMR Storage Network,” also known as the MediBit Whitepaper (“Whitepaper”), available at: PTE. LTD. (201813715H)whitepaper.pdf. The information contained in the Whitepaper and MediBit’s website are of descriptive nature only, and do not, unless explicitly incorporated, form part of these Terms. Although MEDIBIT PTE. LTD. (201813715H) intends to develop the Platform in the manner generally described above, it reserves the right to modify features, functionalities, or development plans in its sole and absolute discretion.
EXHIBIT B Token Sale Procedures and Specifications 1. Total Number of MediBit Coin to be Created and Sold MEDIBIT PTE. LTD. (201813715H) will create up to 100 million MC through the Smart Contract System. Before the Sale Period Begins, the Smart Contract System will create a pool of 30 million pre-allocated MC to the MEDIBIT PTE. LTD. (201813715H) (“MEDIBIT PTE. LTD. (201813715H) MC”) for certain uses as described in Section 5 below. A separate pool of up to 70 million MC will be created by the Smart Contract System for sale by the MEDIBIT PTE. LTD. (201813715H) to purchasers during the Sale Period. All MC will be of equal value and functionality. 2. Token Pre-Sale, Commencement, and Duration of Token Sale The MEDIBIT PTE. LTD. (201813715H) will complete a MC pre-sale, and will commence a public sale of MC during a sale period (“Sale Period”). The public sale of MC will begin at approximately 9:00 am PST on May 31, 2017 (“Launch Date”) and continue until either (a) 46,666.6667 ETH has been received by MEDIBIT PTE. LTD. (201813715H) or (b) 11:59 pm, PST on June 28, 2017, whichever is earlier. If less than 1,530 ETH has been received by MEDIBIT PTE. LTD. (201813715H) during the Sale Period (the “Activation Threshold”), each purchaser will have the possibility to initiate the transfer of the respective amount of Ether submitted to the Smart Contract System from the Smart Contract System’s address back to the address used by that purchaser to transfer Ether to the Smart Contract System. If, during the Sale Period, the Activation Threshold is reached, but less than 46,666.6667 ETH has been received by MEDIBIT PTE. LTD. (201813715H), no additional MC will be sold. 3. MediBit Coin Price For the first ten days following the Launch Date, 1 ETH will purchase 1,800 MC, making the sale price of MC approximately 0.000555 ETH/MC during this time period; for the next ten days following the Launch Date, 1 ETH will purchase 1,650 MC, making the sale price of MC approximately 0.000606 ETH/MC during this time period; thereafter, 1 ETH will purchase 1,500 MC, making the sale price of MC approximately 0.000667 ETH/MC for the remainder of the Token sale. There is no sale price for MEDIBIT PTE. LTD. (201813715H) MC, which is created by the Smart Contract System and pre-allocated to the MEDIBIT PTE. LTD. (201813715H) before the Sale Period. 51 | P a g e 4. Procedures for Buying and Receiving MediBit Coin In order to purchase MC during the Sale Period, and to receive the MC you purchase, you must have an Ethereum wallet that supports the ERC20 token standard. MEDIBIT PTE. LTD. (201813715H) reserves the right to prescribe additional wallet requirements. Prior to the Launch Date, MEDIBIT PTE. LTD. (201813715H) will publish an address for the MC sale via www.MediBit.com. To initiate a purchase of MC, you must send an amount of Ether to the Smart Contract System located on the Ethereum blockchain pursuant to the instructions at www.MediBit.com. This action triggers a smart contract operation, pursuant to which the Smart Contract System will automatically create and promptly deliver the corresponding MC to the ERC20 wallet address from which the Ether were sent. The Smart Contract System is deployed by MEDIBIT PTE. LTD. (201813715H) from Delaware, and is programmed so that all transactions it executes will be executed in Delaware. As such, title to, and risk of loss of, MC created and delivered by the Smart Contract System passes from MEDIBIT PTE. LTD. (201813715H) to purchasers in Delaware. 5. MEDIBIT PTE. LTD. (201813715H) MediBit Coin Of the MEDIBIT PTE. LTD. (201813715H) MC, 20 million MC will be used for compensating employees and contractors, and for other internal purposes in connection with the deployment and the development of the Platform. The remaining 10 million MC of the MEDIBIT PTE. LTD. (201813715H) MC will be allocated to the MEDIBIT PTE. LTD. (201813715H)’s founding team, subject to a twelve-month holding period, for the purpose of incentivizing the founding team to continue to develop the Platform. 6. Use of Proceeds from MediBit Coin Token Sale The Ether that MEDIBIT PTE. LTD. (201813715H) receives for MC sold to purchasers during the Sale Period, up to 46,666.6667 ETH, will be used to compensate engineers, staff, and contractors, cover operating costs and marketing expenses, and to address other administrative and unforeseen costs.
EXHIBIT C Certain Risks Relating to Purchase, Sale, and Use of MediBit Cpin Important Note: As noted elsewhere in these Terms, the MC are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit C is intended to form the basis for any investment decision, and no specific recommendations are intended. MEDIBIT PTE. LTD. (201813715H) 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 Exhibit C, (ii) any error, omission, or inaccuracy in any such information, or (iii) any action resulting from such information. By purchasing, holding, and using MC, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to MediBit Coin Due to Loss of Private Key(s), Custodial Error, or Purchaser Error A private key, or a combination of private keys, is necessary to control and dispose of MC stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing MC will result in loss of such MC. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your MC. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store MC, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your MC. Additionally, your failure to follow precisely the procedures set forth in Section 4 of Exhibit B for buying and receiving MC, including, for instance, if you provide the wrong address for receiving MC, may result in the loss of your MC.
2. Risks Associated with the Ethereum Protocol Because MC and the 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 MC. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to MC and the Platform, including the utility of MC for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
3. Risk of Mining Attacks As with other decentralized cryptographic tokens based on the Ethereum protocol, MC are susceptible to attacks by miners in the course of validating MC 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 Platform and MC, including, but not limited to, accurate execution and recording of transactions involving MC.
4. Risk of Hacking and Security Weaknesses Hackers or other malicious groups or organizations may attempt to interfere with the Platform or MC in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil 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 MEDIBIT PTE. LTD. (201813715H) team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and MC, including MC’s utility for obtaining Services.
5. Risks Associated with Markets for MediBit Coin MC are intended to be used solely on the Platform, and MEDIBIT PTE. LTD. (201813715H) will not support or otherwise facilitate any secondary trading or external valuation of MC. This restricts the contemplated avenues for using MC to obtain Services or access the Platform, and could therefore create illiquidity risk with respect to MC you hold. Even if secondary trading of MC is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to marketrelated risks. Furthermore, to the extent that third-parties do ascribe an external exchange value to MC (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
6. Risk of Uninsured Losses Unlike bank accounts or accounts at some other financial institutions, MC are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer, such as the Federal Deposit Insurance Corporation, or private insurance arranged by MEDIBIT PTE. LTD. (201813715H), to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions The regulatory status of MC and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and MC. Regulatory actions could negatively impact the Platform and MC in various ways, including, for purposes of illustration only, through a determination that MC are a regulated financial instrument that require registration or licensing. MEDIBIT PTE. LTD. (201813715H) may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. Risks Arising from Taxation The tax characterization of MC is uncertain. You must seek your own tax advice in connection with purchasing MC, which may result in adverse tax consequences to you, including withholding taxes, income taxes, and tax reporting requirements.
9. Risk of Alternative Platforms It is possible that alternative platforms could be established that utilize the same open source code and protocol underlying the Platform and attempt to facilitate services that are materially similar to the Services. The Platform may compete with these alternative platforms, which could negatively impact the Platform and MC, including MC’s utility for obtaining Services.
10. Risk of Insufficient Interest in the Platform or Distributed Applications It is possible that the Platform will not be used by a large number of individuals, companies, and other entities or that there will be limited public interest in the creation and development of distributed platforms (such as the Platform) more generally. Such a lack of use or interest could negatively impact the development of the Platform and the potential utility of MC, including its utility for obtaining Services.
11. Risks Associated with the Development and Maintenance of the Platform The Platform is still under development and may undergo significant changes over time. Although MEDIBIT PTE. LTD. (201813715H) intend for MC and the Platform to follow the specifications set forth in Exhibit A, and will take commercially reasonable steps toward those ends, MEDIBIT PTE. LTD. (201813715H) may have to make changes to the specifications of MC or the Platform for any number of legitimate reasons. This could create the risk that MC or the Platform, as further developed and maintained, may not meet your expectations at the time of purchasing MC. Furthermore, despite our good faith efforts to develop and maintain the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platform and the potential utility of MC, including its utility for obtaining Services.
12. Risk of an Unfavorable Fluctuation of Ether and Other Currency Value The MEDIBIT PTE. LTD. (201813715H) team intends to use the proceeds from selling MC to fund the maintenance and development of the Platform, as described further in Exhibit B. The proceeds of the sale of MC will be denominated in Ether, and may, at our discretion, be converted into other cryptographic and fiat currencies. If the value of Ether or other currencies fluctuates unfavorably during or after the Sale Period, the MEDIBIT PTE. LTD. (201813715H) team may not be able to fund development, or may not be able to develop or maintain the Platform in the manner that it intended.
13. Risk of Dissolution of the MEDIBIT PTE. LTD. (201813715H) It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in MC’s utility (including its utility for obtaining Services), the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate and the MEDIBIT PTE. LTD. (201813715H) may dissolve.
14. Risks Arising from Lack of Governance Rights Because MC confer no governance rights of any kind with respect to the Platform or MEDIBIT PTE. LTD. (201813715H), all decisions involving the Platform or MEDIBIT PTE. LTD. (201813715H) will be made by MEDIBIT PTE. LTD. (201813715H) at its sole discretion, including, but not limited to, decisions to discontinue the Platform, to sell more MC for use in the Platform, or to sell or liquidate the MEDIBIT PTE. LTD. (201813715H). These decisions 56 | P a g e could adversely affect the Platform and the utility of MC that you hold, including MC’s utility for obtaining Services.
15. Risks Associated with HIPAA Regulation The MEDIBIT PTE. LTD. (201813715H)’s growth and adoption of the Platform may depend on our ability, and/or the ability of our network participants, to maintain and implement HIPPAcompliant practices, procedures, and other infrastructure. Moreover, the regulatory framework surrounding personal health information may change over time, and continuing to develop and improve the Platform to keep up with these changes may require significant time and additional investment. If MEDIBIT PTE. LTD. (201813715H) cannot continue to develop and improve the Platform to maintain compliance and/or competitiveness in light of such changes, the Platform may not remain viable, which could negatively impact the utility of MC, including MC’s utility for obtaining Services.
16. Unanticipated Risks Cryptographic tokens such as MC are a new and untested technology. In addition to the risks included in this Exhibit C, there are other risks associated with your purchase, holding, and use of MC, including those that the MEDIBIT PTE. LTD. (201813715H) cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit C.