Introduction

What these terms cover. These are the terms and conditions on which you should consider when using this website (Part 1) and purchasing our product (Part 2).
Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide the product to you, what to do if there is a problem and other important information.

Who we are. We are Upcann LDA, trading as Dr. Green NFT (“Dr. Green”) with our registered office address at R. Zona Industrial Cantanhede, lote 62, 3060-197 Cantanhede, Portugal. (These Terms & Conditions also encompass Upcann LDA in Portugal and Upcann Limited in the UK).

Contact us. Email: [email protected]
Contacting you. If we have to contact you, we will do so by writing to you at the email address you provided when registering on our portal or purchasing our product.

PART 1 – Website

1. INTERPRETATION

1.1 “Agreement” shall mean the agreement set out in this document namely the terms and conditions of the Dr. Green website.
1.2 “Communication" shall mean any communication by means of electronic transmission, including by website notice, telephone, text, SMS, wireless computer access, email, mobile Application, USSD or similar technology or device.
1.3 “Intellectual Property Rights” shall mean copyright, trademark, patent or any other intellectual property right recognised by law.
1.4 “Product” shall mean goods sold or advertised on the website by Dr. Green.
1.5 “User” shall mean any person who enters the website.
1.6 “Dr. Green website” shall mean: https://drgreennft.com

2. DURATION AND COMMENCEMENT OF THIS AGREEMENT

2.1 The terms and conditions of this agreement are applicable to Users from the moment they access the website.
2.2 The terms and conditions that require registration shall endure indefinitely until terminated by Dr. Green.

3. PRIVACY POLICY

3.1 Dr. Green and its representatives are not responsible for and give no warranties or representations in respect of the privacy policies or practices of any inter alia: third-party and/or linked websites and/or linked applications.
3.2 Dr. Green’s privacy policy can be found on the website.

4. USE OF INFORMATION

4.1 This website is operated and controlled by Dr. Green and/or its nominees. The information from this website is protected by copyright and other proprietary rights laws. No information from this site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without written consent of an authorised representative of Dr. Green or the manufacturer/wholesaler/agent/supplier, as applicable.
4.2 Dr. Green and/or its affiliates retain all intellectual property rights in the Products, as the case may be.
4.3 All photographs, marketing techniques, designs, advertising pitches are the sole property of Dr. Green and may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without written consent of an authorised representative of Dr. Green.
4.4 Any unauthorised copying, or attempt at copying, assignment or transfer of this Agreement may result in the immediate termination of this Agreement by Dr. Green; Dr. Green reserves the right to seek civil damages or press criminal charges, without limiting any of its rights.
4.5 The User is not granted a licence or any other right (including without limitation under any Intellectual Property Rights) in or to the content of this website.
4.6 Dr. Green expressly reserves the right, in its sole discretion, to remove, alter, modify, supplement and/or restrict access to the website or any of its content for whatever reason.
4.7 Any person or entity whose products or services are removed from the website shall have no recourse against Dr. Green and/or its affiliates.
4.8 Alleged IP violations must be reported to Dr. Green with: (i) identification of the alleged violation; (ii) reporter’s contact details; (iii) proof of IP rights; and (iv) if not the owner, authorisation to act.
4.9 If clause 4.8 information is not provided, Dr. Green is under no obligation to act.
4.10 Prices displayed on the Website: (i) are not necessarily final and may be amended by Dr. Green at any time; and (ii) incorrect prices may be amended at any time.
4.11 Products advertised on the Website: (i) are subject to Dr. Green’s discretion; and (ii) may vary from photographs displayed.

5. SECURITY

5.1 Dr. Green shall not be liable for any security breaches occurring on the website whatsoever, including by virtue of the negligence of Dr. Green.
5.2 Dr. Green shall not be liable for security breaches resulting from a lack of virus/spyware protection on a User’s device.
5.3 Users must ensure their hardware/software is secure and data is backed up regularly.
5.4 Any person delivering or attempting to deliver damaging code to this website or attempting unauthorised access will be prosecuted; Dr. Green reserves the right to claim damages.
5.5 Dr. Green shall not be liable for any damage, loss or liability that results from use of website content by the User or any third party obtaining content from the User.

6. DISCLAIMER

6.1 Use of information on this site is at the User’s own risk; Dr. Green and its affiliates accept no liability for use of/reliance upon/inability to use such information, nor for losses/damages resulting from direct or indirect use of the website or linked websites.
6.2 It is the User’s responsibility to ensure their software/hardware is compatible with the website.
6.3 Communications expressed on this site should not be regarded as the opinion of Dr. Green; Dr. Green accepts no liability for them.
6.4 Dr. Green accepts no responsibility for losses/damages from reliance on website information; Users should seek professional advice before acting.
6.5 The Website is supplied in the form preferred by Dr. Green and is not tailored to individual requirements.
6.6 Hyperlinks provided are not necessarily endorsed by Dr. Green; Dr. Green accepts no liability incurred from their use.
6.7 Users agree to indemnify and hold harmless Dr. Green, its officers, directors, employees, partners, suppliers and affiliates from losses, damages, fines and expenses (including solicitors’ fees) arising out of claims relating to the User’s use of the Website.
6.8 Website Cookies. Preference/activity information may be stored (cookies) to improve functionality. Cookies can be disabled. See the Cookie Policy on this website.

7. HEALTH AND SAFETY

7.1 Dr. Green shall not be liable, and the User waives any claim, for use or misuse of Products, or their availability.
7.2 Users must consult an approved medical practitioner prior to using Products.
7.3 Dr. Green does not warrant Product suitability; purchases are at the User’s discretion.

8. JURISDICTION AND GOVERNING LAW

8.1 This Agreement is governed by the laws of Portugal, notwithstanding the User’s location.
8.2 Dr. Green may institute proceedings in any other competent court.

9. WHOLE AGREEMENT

9.1 This Agreement (together with Dr. Green’s terms of sale and applicable policies) constitutes the entire Agreement between Dr. Green and the User regarding use of this Website.

10. SEVERABILITY

10.1 If any provision is held invalid or unenforceable, it is severed and the remainder continues in force.

11. GENERAL

11.1 Dr. Green may amend its Website and/or this Agreement (including adding/removing terms and features).
11.2 Modifications will be published on the Website; Users must keep themselves informed.
11.3 If a User does not understand these terms, they should seek appropriate assistance.
11.4 Accounts. To access certain features, you must register and create an account and are responsible for credential confidentiality and all activity under your account.
11.5 Acceptable Use. Use the Website only for lawful purposes and without infringing others’ rights or restricting their use/enjoyment. Prohibited activities include transmitting unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material.
11.6 Termination/Suspension. Dr. Green may suspend/terminate access at any time, including for breach.
11.7 Disclaimers & Limitations. The Website is provided “as is”; no warranties of any kind. Dr. Green shall not be liable for damages arising from your use.

PART 2 – Purchasing our product

1. THE ORDERING PROCESS

1.1 Acceptance & KYC. To comply with Safeguarding/KYC requirements, we undertake appropriate checks (including a soft database check) on first order, annually, and after designatory changes. Our acceptance is communicated to you; preparation does not commence until we have received your order and you have paid per clause 2.1.
1.2 If we cannot accept your order. We will inform you via email and will not charge you (e.g., out of stock, supplier delays, or order errors).
1.3 Prescription validity. Where a prescription contains certain controlled drugs, a private prescription is valid for 28 days from writing. Orders must be made within this period. Delivery lead time (1–5 working days) may result in expiry before dispensing; Dr. Green cannot take orders on expired prescriptions.
1.4 Your order history. Available in your portal.
1.5 Expiry dates. Given short-dated product nature, consider paying for quantities covering a one-month period. Dr. Green is not liable for additional prescribing/fees arising.

2. PAYMENT & CHARGES

2.1 Where a prescription is required. Patients must pay before medication is picked. A contract exists only once: (i) your order is accepted; (ii) your prescription is received; and (iii) payment is made. If there is any delay, contact us within 30 days.
2.2 Charges. You may be charged for products, prescription, and postage/packaging. The total will be notified per clause 2.4.
2.3 Payment Methods. Debit/credit card via our online payment portal/gateway. Receipts are emailed. You authorise Dr. Green to take payment for all charges due. Refunds (if any) are to the original method. We may refuse orders and limit/cancel quantities at our discretion.
2.4 Minimum payment orders. Orders under £100 (or equivalent): you pay prescription charge and product costs. Orders £100+: Dr. Green covers prescription charges (and related clause 1.1 costs).

3. DELIVERY OF THE PRODUCT

3.1 No retail outlet. Orders via website portal only (valid prescription where required). Delivery is to the address verified during KYC.
3.2 Delivery times. On acceptance, we aim to dispatch within 1–5 working days (subject to product availability). If not possible, we will advise options.
3.3 Courier delivery. Trackable courier; doorstep photo; in most areas, a PIN is required. Responsibility ends upon delivery. We are not liable for losses/damage after delivery.
3.4 If you are not home. Courier will leave a card; you must re-arrange delivery.
3.5 If you do not re-arrange delivery. Items may return to Dr. Green; re-delivery may incur a minimum £20 charge payable before re-dispatch. If you decline re-delivery, no refund applies per clause 4.1.

4. PROBLEMS WITH YOUR ORDER

4.1 Prescription items. In line with GPhC guidance, we do not offer refunds on medication/products dispensed correctly on prescription.
4.2 Suitability. If unsuitable, consult your prescriber. Faulty medical devices: ensure warranty registration and contact the manufacturer.
4.3 Check promptly. If you suspect an error, contact us immediately and do not use the items. Provide your order number.
4.4 Dispensing error by Dr. Green (prescription orders only). If notified, we will provide a full refund or replacement where possible and arrange collection for safe disposal.

5. PERSONAL INFORMATION

5.1 Personal information is kept confidential and used to provide services or as otherwise agreed.
5.2 Dr. Green holds personal information in accordance with applicable data protection laws. See our Privacy Policy at www.drgreennft.com.

6. REFUNDS

(See our Returns Policy for full details.)
6.1 If Dr. Green has made an error in fulfilling your order, we will refund the price paid (including delivery costs where applicable) to the original payment method, within 14 days of being informed and provided with evidence.

7. COMPLAINTS

7.1 You may complain if dissatisfied with our services; all complaints are investigated.
7.2 Email [email protected] with subject “Complaint” (or contact us to arrange an alternative). We acknowledge within 5 working days and aim to respond within 30 working days (or explain any delay).

8. OTHER IMPORTANT TERMS

8.1 No third-party rights. This contract is between you and us.
8.2 Governing law. These Terms are governed by the laws of Portugal; the courts of Portugal have exclusive jurisdiction.
8.3 Changes. The most current version is on this website. Continued use constitutes acceptance of updates.

PART 3 – NFTs Purchased as Part of the Upcann Digital Key Offering

1. Introduction

These terms and conditions (the "Agreement") constitute a legally binding agreement between you ("You", "Your", or "User") and Upcann Software FZCO and Upcann LDA ("Upcann", "we", or "us"). By purchasing an NFT as part of the Dr. Green Digital Key Offering (the "Offering"), you agree to abide by these terms. If you do not agree, you may not participate in the Offering.

1.1 Company Structure and Responsibilities

Software/platform services are provided by Upcann Software FZCO (Dubai, UAE). Distribution of cannabis products (packaging, shipping, regulatory compliance) is managed by Upcann LDA (Portugal). These entities operate independently within their respective regulatory frameworks.

2. Definitions

“Art”, “Equivalent”, “Licensed Rights”, “NFT”, “Upcann Parties”, and “Third Party IP” have the meanings provided in your supplied text.

3. Ownership

Upcann or its licensors retain all rights, title, and interest in the Art, Name, and Likeness associated with the NFTs. Ownership of an NFT does not grant rights to the underlying IP except as expressly provided.

4. Rights

4.1 Licensed Rights

Upon purchasing a Licensed NFT, you may use it for onboarding clients into Upcann’s dApp (subject to successful KYC and applicable local regulations). Rights are limited to Upcann-approved markets and are non-transferable except as specified.

4.2 Permissible Transfers

Transfers require the transferee to accept this Agreement, compliance with any designated marketplace terms, and payment of applicable fees, including a 9% creator’s fee on secondary sales.

5. Usage Restrictions

You may not:

modify the Art/Name/Likeness; use the NFT with illegal/defamatory/obscene content; or employ it for commercial purposes without Upcann’s written permission.

5.3 Non-Compete & Non-Solicitation (Digital Key/NFT Holders)

5.3.1 By holding a Digital Key or NFT, you agree not to directly or indirectly engage, consult, work for, invest in, or assist any business, platform, or venture that competes with Dr. Green during your period as a key holder and for 12 months thereafter.
5.3.2 You agree not to solicit, target, approach, or offer services/products of a similar or competing nature to any client, contact, or user introduced to you by Dr. Green.
5.3.3 You may not replicate/clone/reverse engineer/copy or otherwise attempt to reproduce (deliberately or accidentally) any decentralised application, platform, software, website, business model, process, methodology, code, workflow, or branding that belongs to Dr. Green.
5.3.4 Breach may result in termination of access and legal action for damages and/or injunctive relief.

5.4 Key Holder & Third-Party Website Disclaimer

5.4.1 Any information, content, communication, services, or activities provided by Digital Key holders on their ownwebsites/platforms/social media/other forums are independent from Dr. Green.
5.4.2 Dr. Green does not review, monitor, endorse, approve, or accept responsibility for such third-party content or activities.
5.4.3 Dr. Green is not liable for any information, activities, security breaches, or other loss arising from a Digital Key holder’s separate website/platform/content, even if referenced within the Dr. Green ecosystem.

6. Launch and Operations

Initial functionality scheduled to begin in Q4 2024, in phases (starting with UK and South Africa), subject to regulatory approvals and operational factors. Timelines may change; Upcann is not liable for delays.

7. Indemnification

You agree to indemnify and hold harmless Upcann and the Upcann Parties from claims, damages, liabilities, costs and expenses (including reasonable attorney fees) arising from (a) fraudulent submissions (e.g., fake documents/prescriptions); (b) illegal activities; and (c) user-caused data breaches/unauthorised access.

8. Pricing and Profit Distribution

Products are priced to a wholesale cannabis pricing index and may fluctuate. NFT holder profit is derived from the difference between wholesale price and Upcann-set retail price, less shipping/handling. Terms may change at Upcann’s discretion.

8.1 Bulk Purchase Policy for Digital Keys

8.1.1 1 key: standard price, no discount.
8.1.2 2–5 keys: $250 USD discount per key.
8.1.3 6–10 keys: $500 USD discount per key.
8.1.4 11+ keys: $750 USD discount per key.
8.1.5 Discounts apply only to a single transaction and cannot be combined with other offers unless stated.
8.1.6 Discount auto-calculates at checkout based on quantity.
8.1.7 Refunds/partial returns that reduce the purchased quantity may reverse any bulk discount.
8.1.8 Corporate purchases (50+ keys): contact [email protected] for bespoke pricing.
8.1.9 We may modify/discontinue this discount structure at any time; prior purchases retain the discount applicable at time of purchase.

9. Secondary Market Sales

A 9% creator’s fee applies to all secondary sales. NFTs may have limited functionality until unpaid creator fees are settled.

10. Age Restrictions and Legal Compliance

NFTs can only be sold to individuals meeting legal age requirements in their jurisdiction (e.g., 18+ UK, 21+ USA). Users are responsible for compliance with all applicable laws.

11. Presales and Benefits

Presale participants may receive additional benefits (e.g., AlphaGeek templates/promotional services) subject to AlphaGeek’s terms. Upcann disclaims liability related to third-party services.

12. Payment and Security

Payments (including presales) may be processed via Coinremitter or other designated processors. Users are responsible for accurate wallet addresses and secure handling.

12.1–12.6 Token Payment Policy

12.1 Irrecoverable transactions. Tokens sent to incorrect wallet addresses are irrecoverable.
12.2 No recovery service. Dr. Green does not provide token recovery for address/network/transaction errors.
12.3 No exchange/contract sends. Payments must come from a personal custodial wallet (you hold the keys). Payments sent from exchanges or smart contracts are invalid and may result in loss of funds.
12.4 Limitation of liability. Dr. Green is not liable for losses from user payment errors, third-party platforms, or network/wallet failures beyond our control.
12.5 Delivery conditional on receipt. Products/services are delivered only after correct receipt of full payment under these requirements.
12.6 User acknowledgement. By paying with tokens, you accept these terms and full responsibility for accurate, compliant payments.

13. Data Privacy and Security

Upcann complies with GDPR and applicable data protection laws. Users must secure their devices/wallets/keys. Upcann is not liable for breaches caused by user negligence.

14. Ecosystem Overview and Functionality

The Dr Green Universe comprises 20 worlds (planets) and 5,145 characters with unique traits. Each world hosts 250 StandardNFTs, 1 GoldNFT, 1 PlatinumNFT (random assignment). Special editions mint at the StandardNFT price but carry additional utility.

14.1 Minting and Access

Buyers select a planet; planet selection affects the strains that can be traded under that Digital Key.

14.2 NFT Drop and Pricing

Total standard NFT supply is 5,000 (phased). Initial mint price per StandardNFT: $10,000 USD (in ETH equivalent). GoldNFT: $50,000 USD (in ETH equivalent). PlatinumNFT confers all Gold benefits plus (i) potential brand partnership perks (at Upcann’s discretion) and (ii) invitation to collaborate on a signature strain with royalties.

15. Product Availability and Strain Representation

Availability varies; examples are illustrative. Upcann may update selections based on availability/regulation.

16. Wallet Security

Connecting your wallet does not grant Upcann access to your funds. You are responsible for wallet/private key security.

17. Delivery and Refunds

Third-party services may be used for delivery; Upcann is not responsible for third-party delays. Refunds follow primary terms and conditions; specific provisions apply where issues are attributable to Upcann.

18. Invoicing and Payment Processing

Invoices may be issued in fiat (e.g., Visa/Mastercard) and select cryptocurrencies. Profits are shown before ordering, during processing, and in “Earned Commissions”. Profits are distributed in ETH to the wallet holding the NFT tied to the order (fiat profits after chargeback window; crypto profits may process immediately). Ensure wallet accuracy.

19. Governing Law

This Agreement is governed by the laws of Portugal.

20. Dispute Resolution and Arbitration

Disputes are resolved by binding arbitration in Lisbon, Portugal, under the Portuguese Arbitration Association rules, in English. Awards are final/binding. Class actions/arbitrations are waived.

21. Severability

If any provision is unenforceable/invalid, the remainder continues in full force; the invalid provision will be modified to the minimum extent necessary to be enforceable.

22. Contact Information

For questions about this Agreement or the Offering: [email protected].

23. Breach of Terms and Deactivation of NFT

Upcann may deactivate platform access and associated services for breach, with loss of rights/privileges. Upcann is not liable for losses arising from deactivation.

24. Regulatory Approvals and Utility

Utility/use of tokens depends on applicable regulatory approvals. No guarantee of approvals or functionality. The project is conceptual and may evolve; features are indicative, not guarantees. The purchase price is for the NFT only and is not a fundraising contribution. Delivery depends on regulatory, technical, and commercial feasibility. If benefits were partially provided, any restitution is limited to the unprovided portion; no broader liability applies.