Terms & Conditions - EpigenCare

These Terms and Conditions are current as of April 17, 2018. EpigenCare reserves the right to change or update these terms.

The following Terms and Conditions (“Terms”) govern your (“you” or the “Purchaser”) purchase of security tokens (“EPIC”) from EpigenCare Inc., a C-Corporation incorporated in New York, USA (the “Company”). Each of you and the Company is a “Party” and, together, the “Parties” to these Terms.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT PURCHASE EPIC FROM THE COMPANY. BY PURCHASING EPIC FROM THE COMPANY, YOU WILL BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU HAVE ANY QUESTIONclaimaS REGARDING THESE TERMS AND CONDITIONS, PLEASE CONTACT THE COMPANY AT [email protected]. By purchasing EPIC, and to the extent permitted by law, you are agreeing not to hold any of the Company and its 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 “EpigenCare Team”) liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of EPIC, including losses associated with the terms set forth below.

DO NOT PURCHASE EPIC IF YOU HAVE NOT PERFORMED ANY DUE DILIGENCE OR PRE-INVESTMENT RESEARCH IN REGARDS TO THIS OFFERING. PRIOR TO PURCHASING EPIC, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, AND/OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE EPIC.

PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE EPIC TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS:

Conditions to EPIC token sale. When you purchase, or otherwise receive, EPIC token(s), you may only do so by accepting the following conditions and, by doing so, you warrant and represent that the following are a true and accurate reflection of the basis on which you are acquiring the EPIC tokens:
1. Neither the Company nor any of the EpigenCare Team has provided you with any advice regarding whether EPIC is a suitable investment for you;
2. You have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens, such as Bitcoin and Ether, as well as blockchain-based software systems generally;
3. You are legally permitted to receive and hold, possess, invest in, and transmit EPIC in your and any other relevant jurisdiction;
4. You will supply us with all information, documentation, or visual proof that we require in order to allow us to accept your purchase of EPIC and allocate EPIC to you;
5. You have not supplied us with information relating to your acquisition of EPIC or otherwise which is inaccurate or misleading;
6. You have not used to a VPN or proxy to bypass the geolocation or IP restrictions in place for securities law compliance;
7. You will provide us with any additional information which may be reasonably required in order for EpigenCare to fulfill legal, regulatory, and contractual obligations, including but not limited to any anti-money laundering or counter-terrorist financing obligations;
8. You will notify us promptly in writing of any change to the information supplied by you to us;
9. You are of a sufficient age (if an individual) to legally obtain EPIC within your jursidiction, and you are not aware of any other legal reason to prevent you from obtaining EPIC;
10. You take sole responsibility for any restrictions and risks associated with receiving and holding EPIC, including but not limited to these set out in the Offering Memorandum;
11. By acquiring EPIC under an exemption offering, you are not making a registered investment;
12. You may not transmit EPIC to any other individuals for at least one year from the close of the public offering (“Restriction Period”) without written permission from the Company to ensure compliance with SEC regulations;
13. You are not obtaining or using EPIC for any illegal purpose, and will not use EPIC for any illegal purpose;
14. You waive any right you may have / obtain to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of EPIC;
15. Possession of EPIC itself does not involve your purchase or receipt of shares, ownership or any equivalent in any existing or future public or private company, corporation or other entity in any jurisdiction, before any rights to convert to such benefits are exercised;
16. To the extent permitted by law and provided we act in good faith, the Company makes no warranty whatsoever, either expressed or implied, regarding the future success of EPIC and/or the Ethereum Network;
17. Provided the Company acts in good faith, you accept that the Company is providing EPIC without being able to provide any warranties in relation to the tradeability of EPIC on an exchange or secondary market;
18. You accept that you bear sole responsibility for determining if (a) the acquisition, the allocation, use or ownership of EPIC; (b) the potential appreciation or depreciation in the value of EPIC over time, if any; (c) the sale and purchase of EPIC; and/or (d) any other action or transaction related to EPIC has tax implications.
Overview of EPIC sale. EPIC is a security that pays a share of the Company’s revenue and has an option to convert to equity upon lifting of the Restriction Period. After the EPIC sale, each EPIC is backed by the purchase of the underlying assets, as described in the White Paper. To the extent they do contradict these Terms, the rights connected to EPIC are subject to the limitations set out in the White Paper, but this should in no case create obligations for the Company in addition to the ones contained in these Terms. The Company reserves the right to circumvent the algorithm used to select the underlying assets if it believes, in its sole discretion, that such selected underlying assets could adversely affect the Company or EPIC from a regulatory or legal perspective. The Company shall have the right to sell any such underlying assets (if already part of EPIC portfolio) and block their acquisition. The maximum total amount of EPIC to be issued is 60,000,000, with 50,000,000 offered to the public for sale. No more EPIC will be issued after the end of the EPIC sale. Purchases of EPIC are non-refundable. EPIC is automatically released to the Purchaser after receiving both the contributed ETH and approved verification of all proper documentation. The verification process will take approximately 48 hours, but may last up to six weeks depending on the completeness and clarity of the documentation materials.
EPIC Price. Purchasers in the EPIC token sale will be allocated their EPIC tokens in exchange for ETH at a rate of approximately $0.40. The actual number of EPIC to be delivered per ETH will be determined at the time of contributing funds prior to token delivery into the Purchaser’s possession. The Company reserves the right to adjust the ETH to EPIC rate should there be a dramatic change of the rate in ETH exceeding 20% from the initial rate established at the start of the offering. Purchaser must have an Ethereum wallet that supports the ERC-20 token standard in order to receive any EPIC purchased from the Company.
Timing of EPIC Token Sale. The EPIC sale begins at on April 16th, 2018, sometime between 11am ET and 5:30pm ET. The EPIC sale will run until June 1, 2018 at 11:59pm ET or until the total number of available EPIC is sold. The Company reserves the right to change the sale dates or extend the sale duration for any reason, including the unavailability of the Website or other unforeseen security or procedural issues.
After the EPIC Token Sale. After conclusion of this offering, EPIC may be transferred to another wallet one (1) time for custodial or convenience purposes. This wallet must be owned by the Purchaser. This transfer option expires on August 1, 2018. Once EPIC arrives in a second wallet, it may not be further transferred until the Restriction Period is automatically lifted on June 30, 2019. The Company reserves the right to reduce or extend the duration of Restriction Period if regulatory bodies or government laws require the Company to do so. If a Purchaser wishes to further transfer EPIC to another wallet during the Restriction Period, he or she must make a request to the Company in writing. Purchaser must then prove that he or she controls the destination wallet, or otherwise the recipient is legally qualified to receive EPIC. After the Restriction Period is lifted, EPIC may be transferred to any wallet without restrictions.
The Company Will Not Purchase EPIC During the EPIC Sale. The Company warrants that neither it nor its shareholders will purchase EPIC during the EPIC sale. Furthermore, the Company warrants that neither it nor its shareholders will purchase EPIC from any third party during the period of the EPIC sale.
All Purchases of EPIC are Final. ONCE TOKENS ARE DELIVERED, ALL PURCHASES OF EPIC ARE FINAL. PURCHASES OF EPIC ARE NON-REFUNDABLE. BY PURCHASING EPIC, THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, DIRECTORS OR SHAREHODLERS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON.
Taxation of EPIC and Taxation Related to the Offering. The Purchaser bears the sole responsibility to determine if the purchase of EPIC or the potential appreciation or depreciation in the value of EPIC over time has tax implications for the Purchaser in the Purchaser’s home jurisdiction. By purchasing EPIC, and to the extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates, shareholders, director, or advisors liable for any tax liability associated with or arising from the purchase of EPIC.
Investment Privacy. The Purchasers may be contacted by email by the Company. Such emails will be informational only. However, it is important that the Purchaser uses a real email address in the event the Company must contact you to provide additional verification documentation. However, the Company shall never ask for any wallet’s private key or login password. See our Privacy Policy available on the Website for additional information on privacy matters.
Risks Specific to the EPIC Purchases. By purchasing, owning, and using EPIC, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to EPIC 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 EPIC stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing EPIC will result in loss of such EPIC. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your EPIC. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store EPIC in, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your EPIC. Additionally, your failure to follow precisely the procedures set forth in for buying and receiving Tokens, including, for instance, if you provide the wrong address for the receiving EPIC, or provides an address that is not ERC-20 compatible, may result in the loss of your Tokens.
2. Risks Associated with the Ethereum Protocol. Because EPIC and the EpigenCare 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 EPIC. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the EPIC and the platform, including the utility of the EPIC 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, EPIC are susceptible to attacks by miners in the course of validating EPIC 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 EPIC, including, but not limited to, accurate execution and recording of transactions involving EPIC.
4. Risk of Hacking and Security Weaknesses. Hackers or other malicious groups or organizations may attempt to interfere with the platform or EPIC 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 Company team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the platform, which could negatively affect the platform and EPIC, including the utility of EPIC for obtaining services.
5. Risks Associated with Markets for EPIC. If secondary trading of Tokens 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 fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external exchange value to EPIC (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile.
6. Risk of Uninsured Losses. Unlike bank accounts or accounts at some other financial institutions, EPIC 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 or private insurance arranged by Company, to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions. The regulatory status of EPIC 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, including the EpigenCare platform and EPIC. 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 EPIC. Regulatory actions could negatively impact the platform and EPIC in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of EPIC constitutes unlawful activity or that EPIC are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. The Company 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 EPIC is uncertain. You must seek your own tax advice in connection with purchasing EPIC, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
9. Risks Arising from Lack of Governance Rights. Because EPIC itself confer no governance rights of any kind with respect to the EpigenCare platform or the Company, all decisions involving the Company’s products or services within the platform or the Company itself will be made by the Company at its sole discretion. These decisions could adversely affect the platform and any EPIC you own, including their utility for obtaining services.
10. Unanticipated Risks. Cryptographic tokens such as EPIC are a new and untested technology. In addition, there are other risks associated with your purchase, possession and use of EPIC, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in these Terms, as well as those in the White Paper and Offering Memorandum.
Interpretation. Terms not defined herein will be as defined in the White Paper and the Offering Memorandum (collectively, the Token Sale Terms) located at https://www.epigencare.com (the Website). In the event of conflict, the order of priority shall first be these Terms and Conditions, then the Offering Memorandum, and lastly the White Paper. References to Token Sale Terms and the Articles are to those documents as they may be amended from time to time.
White Paper and/or Terms and Conditions. You have received and reviewed: (i) the Token Sale Terms and have taken appropriate legal and tax advice with respect to the same. You understand that EPIC tokens that have not been converted into equity or other securities do not represent nor do they entitle the holder, in any way whatever, to a (a) Depository Account; (b) Custodial Account; (c) Cash Value Insurance Contract; (d) Annuity Contract; or (e) Equity and/or Debt Interest in EpigenCare; as such terms are defined in the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations, 2015, BTLG1-8265751-5.
Terms of Tokens. EPIC tokens are held subject to the terms and conditions of the Token Sale Terms and this Application (this Application). No certificate will be issued to in relation to your EPIC tokens and your personal EPIC token holding will not be reflected, recognized or recorded in any account or ledger maintained by EpigenCare. All records shall be recorded on the public blockchain ledger.
Know-Your-Customer, Anti-Money Laundering, and OFAC Compliance. These Terms shall also include the details reflected at https://www.epigencare.com/kyc-aml-policy.
Airdropped Tokens and Free Tokens. Any airdropped or free token offers in any promotions require a KYC/AML verification of the recipient. To qualify, claimants for such tokens must submit KYC/AML verification documents no later than 48 hours after the opening of the official token offering. EpigenCare reserves the right to discontinue any promotional offers at any time at its discretion, including rejection of individual recipients from receiving promotional tokens for any reason.
Tax Information Exchange Obligations. You acknowledge that EpigenCare may be subject to certain obligations (the Tax Information Exchange Obligations) to gather and disclose to the competent authorities information relating to purchasers of EPIC token under: (i) the United States Foreign Account Tax Compliance Act provisions enacted under the United States Hiring Incentives to Restore Employment Act and any guidance, or regulations relating thereto (FATCA); (ii) any other legislation, regulations or guidance enacted in any jurisdiction which seeks to implement similar tax reporting, tax information exchange, reporting and/or withholding tax regimes (including the OECD Common Reporting Standard on the automatic exchange of financial account information); (iii) any intergovernmental Application between your country of residence and the U.S., the U.K. or any other jurisdiction (including any government bodies in any other such jurisdiction), entered into, in order to comply with, facilitate, supplement or implement the legislation, regulations or guidance described in (i) and (ii), including the OECD Multilateral Competent Authority Application; and (iv) any legislation, regulations, or guidance in the United States that give effect to the foregoing.You shall execute properly and provide to EpigenCare in a timely manner any documentation or other information that EpigenCare or its agents may request in writing from time to time in connection with the Tax Information Obligations. You waive any provision under the laws and regulations of any jurisdiction that would, absent a waiver, prevent or inhibit EpigenCare’s compliance with applicable law as described in this paragraph, including but not limited to by preventing either (i) the Purchaser from providing any requested information or documentation, or (ii) the disclosure by EpigenCare and its agents of the provided information or documentation to applicable regulatory authorities.Without limitation, you shall provide any documentation or other information regarding yourself and your beneficial owners requested by EpigenCare or its agents in connection with the Tax Information Exchange Obligations.If you provide information and/or documentation that is in anyway misleading, or you fail to provide EpigenCare or its agents or delegates with the information and documentation that has been requested, (whether or not such action or inaction leads to compliance failures by EpigenCare, or a risk of EpigenCare or its token holders being subject to withholding tax or other penalties), EpigenCare reserves the right to take any action and/or pursue all remedies at EpigenCare’s disposal including, without limitation, compulsory locking of your EPIC tokens in full or in part. Further, you shall have no claim against EpigenCare or either of its agents or delegates, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of EpigenCare in order to comply with the Tax Information Exchange Obligations.Beneficial owners will include, but not be limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (iii) members of a limited liability company; (iv) investors in a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust; (vii) the individual who established an IReA; (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by the Purchaser in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the information and representations set forth herein must also be given with respect to its individual beneficial owners. If the Purchaser is a publicly-traded company, it need not conduct due diligence as to its beneficial owners.
Electronic Delivery of Reports and Other Communications. You accept that such electronic communications are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems, or may be intercepted, deleted or interfered with or without the knowledge of the sender or the intended recipient. EpigenCare makes no warranties in relation to these matters. EpigenCare reserves the right to intercept, monitor, and retain e-mail messages to and from its systems as permitted by applicable law. If you have any doubts about the authenticity of an electronic communication purportedly sent by EpigenCare you are required to contact the purported sender immediately. EpigenCare’s acceptance of your EPIC token purchase is not conditioned on your giving consent to electronic delivery of EpigenCare related information. If you do not have reliable access to the internet or e-mail, you shall not acquire EPIC. You shall not be entitled to receive any information from EpigenCare in paper format.
Force Majeure. The EpigenCare Team is not liable for failure to perform solely caused by unavoidable casualty, delays in delivery of materials, embargoes, government orders, acts of civil or military authorities, acts by common carriers, emergency conditions (including weather conditions), security issues arising from the technology used, or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the Terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all reasonable ways to minimize the impact of force majeure on the injured party.
Disclaimer of Warranties. THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING EPIC AT THE PURCHASER’S SOLE RISK AND THAT EPIC IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NONE OF THE EPIGENCARE TEAM WARRANTS THAT THE PROCESS FOR PURCHASING EPIC WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitations Waiver of Liability. THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO USE, EPIC OR (ii) THE EPIGENCARE TEAM UNDER ANY CAUSE OR 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 EPIGENCARE TEAM SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, EPIC, OR ARISING OUT OF ANY INTERACTION WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO EPIC. THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE EPIGENCARE TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF EPIC, AND THAT THE RISK OF PURCHASING AND USING EPIC RESTS ENTIRELY WITH THE PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL ANY OF THE EPIGENCARE TEAM BE LIABLE TO ANY PURCHASER FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF EPIC. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILLFUL MISCONDUCT OR FRAUD OF THE EPIGENCARE TEAM.
Complete Agreement. These Terms set forth the entire understanding between the Purchaser and the Company with respect to the purchase and sale of EPIC. For facts relating to the sale and purchase, the Purchaser agrees to rely only on the Terms in determining purchase decisions and understands that the Terms govern the sale of EPIC and supersede any public statements about the EPIC token sale made by third parties or by the EPIGENCARE Team or individuals associated with any of the EPIGENCARE Team, past and present and during the EPIC token sale.
Severability. The Purchaser and the Company agree that if any portion of these Terms is found illegal or unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.
No Waiver. The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms or the Company’s failure to exercise any right under these Terms shall not be construed as a waiver or relinquishment of the Company’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Company of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers, or other acts or omissions by the EpigenCare Team shall be deemed a modification of these Terms nor be legally binding.
Updates to the Terms. The Company reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time during the sale by posting the amended Terms on the Website. Any Purchaser will be deemed to have accepted such changes by purchasing EPIC. The Terms may not be otherwise amended except by express consent of both the Purchaser and the Company.
Cooperation with Legal Authorities. The Company will cooperate with all law enforcement enquiries, subpoenas, or requests provided they are fully supported and documented by the law in the relevant jurisdictions.
Indemnification. To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the EpigenCare Team 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 EPIC; (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. The Company reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Company.
Security. You are responsible for implementing reasonable measures for securing the wallet, vault, or other storage mechanism you use to receive and hold EPIC purchased from the Company, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Tokens. The Company is not responsible for any losses, costs or expenses relating to lost access credentials.
Language. Only English versions of any EpigenCare’s communications is considered official. The English version shall prevail in case of differences in translation.
Governing Law. The Terms, the arbitration clause contained in them, and all non-contractual obligations arising in any way whatsoever out of or in connection with these Terms are governed by, construed, and take effect in accordance with the laws of the State of New York, United States.
Arbitration. Any dispute or difference arising out of or in connection with these Terms or the legal relationships established by these Terms, including any question regarding its existence, validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such Rules. The place of arbitration shall be in the state of New York, USA. A dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Furthermore, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Representations and Warranties. In consideration of EpigenCare’s acceptance of your offer to purchase EPIC tokens and recognizing its reliance thereon, you agree, represent, and warrant to EpigenCare that:
1. You are fully in compliance with these Terms and Conditions;
2. You are acquiring the EPIC tokens solely for your own account and not as a nominee or custodian for another person or entity, unless authorized and verified to do so;
3. You are not a resident or citizen of the People’s Republic of China or any US sanctioned countries including North Korea, Iran, and Cuba; and
4. You did not acquire and will not transfer any EPIC tokens during the Restriction Period without authorization.
Capacity and Experience. You are responsible for the decision to acquire EPIC tokens and you have legal competence and capacity to execute this Application. You have the knowledge, expertise, and experience in financial matters to evaluate the risks of acquiring EPIC tokens, you are aware of the risks inherent in acquiring and the method by which the assets of the EpigenCare are held and/or traded, and you can bear the risk of loss of you entire token acquisition. You are qualified and authorized to make such acquisition decision and, to the extent deemed necessary, you have consulted your own advisors and legal counsel regarding acquisition of EPIC tokens. In making the decision to acquire EPIC tokens, you have not relied on any advice or recommendation from EpigenCare nor any placement agent or promoter associated with the EpigenCare, or any of its aff iliates. To the extent that you are acting on behalf of an entity, you have the full power and authority under such entity’s governing instruments to do so and that entity has the full power and authority under its governing instruments to acquire EPIC tokens.
Binding Application and Extent of Representations and Warranties. This Application constitutes a valid and binding Application and is enforceable against you in accordance with its terms. You have read and understand EpigenCare’s Privacy Policy, AML/KYC Policy, White Paper, and Offering Memorandum. You are not, nor is any person or entity controlling, controlled by or under common control with you, a Prohibited Person, and the funds paid for EPIC tokens on your own behalf of any of your beneficial owner(s), were not and are not derived from activities that may contravene any U.S. or international laws and regulations, including anti-money laundering laws and regulations, and to the extent you have any beneficial owners, (A) you have carried out thorough due diligence to establish the identities of such beneficial owners, (B) based on such due diligence, you reasonably believe that no such beneficial owners are Prohibited Persons, (C) you hold the evidence of such identities and status and will maintain all such evidence for at least five years from the date of your complete redemption from EpigenCare, and (D) you will make available such information and any additional information that EpigenCare may require upon request in accordance with applicable regulations. If any of the representations, warranties or covenants in this section cease to be true or if EpigenCare no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, EpigenCare may, in accordance with applicable regulations, be obligated to freeze your token rights, either by prohibiting additional acquisition, declining or suspending any transfer or conversion requests, or your EPIC may immediately be involuntarily redeemed by EpigenCare, and EpigenCare may also be required to report such action and to disclose your identity to SEC, OFAC, or other authorities. In the event that EpigenCare is required to take any of the foregoing actions, you understand and agree that it shall have no claim against EpigenCare and its respective affiliates, directors, members, partners, shareholders, officers, employees, and agents for any form of damages as a result of any of the aforementioned actions.

Having reviewed these Terms and Conditions, you hereby agree with EpigenCare, subject to EpigenCare’s provisional acceptance, to acquire for as many of the EPIC tokens as the contributed amount shall purchase.

DEFINITION OF U.S. PERSON

Rule 902 of the U.S. Securities Act of 1933
- “U.S. Person” means:
any natural person resident in the United States;
any partnership or corporation organized or incorporated under the laws of the United States;
any estate of which any executor or administrator is a U.S. Person;
any trust of which any trustee is a U.S. Person;
any agency or branch of a non-U.S. entity located in the United States;
any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person;
any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or
any partnership or corporation if:
organized or incorporated under the laws of any non-U.S. jurisdiction; and
formed by a U.S. Person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Act) who are not natural persons, estates or trusts.
(2) Notwithstanding (1) above, any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. Person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States shall not be deemed a “U.S. Person”.
(3) Notwithstanding (1) above, any estate of which any professional fiduciary acting as executor or administrator is a U.S. Person shall not be deemed a U.S. Person if:
an executor or administrator of the estate who is not a U.S. Person has sole or shared investment discretion with respect to the assets of the estate; and
the estate is governed by non-U.S. law.
(4) Notwithstanding (1) above, any trust of which any professional fiduciary acting as trustee is a U.S. Person shall not be deemed a U.S. Person if a trustee who is not a U.S. Person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. Person.
(5) Notwithstanding (1) above, an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country shall not be deemed a U.S. Person.
(6) Notwithstanding (1) above, any agency or branch of a U.S. Person located outside the United States shall not be deemed a “U.S. Person” if:
the agency or branch operates for valid business reasons; and
the agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.
(7) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans shall not be deemed “U.S. Persons.