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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 Software FZCO, trading as Dr. Green NFT (“Dr. Green”) with our registered office address at Silicon Oasis, Dubai, United Arab Emirates. (These Terms & Conditions also encompass UpCann LDA in Portugal and UpCann Limited in the UK).

Contact us – you can email us on [email protected]

Contacting you - If we have to contact you, we will do so by writing to you at the email address provided to us when registering on our portal and you opened an account with us or when you purchased 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 that 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 application.

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 the written consent of an authorised representative of Dr. Green or the manufacturer and/or wholesaler and/or agent and/or supplier of such product or service, as the case may be.

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 the 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 and Dr. Green reserves the right to seek civil damages or press criminal charges, as it sees fit, 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 and absolute 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 Should any party be of the belief that content on the Dr. Green website is in violation of any Intellectual Property Rights (“violation”), such violation must be reported to Dr. Green in order that Dr. Green is able to assess the situation, contact all relevant parties and take the measures it deems to be appropriate in the circumstances.

In order to assess the situation, Dr. Green requires that the following be sent to it:

i. Identification of the alleged violation,

ii. Contact details of the reporter of the violation in the form of telephone number, email address and full name,

iii. Proof of Intellectual Property Rights,

iv. Should the reporter not be the owner of the Intellectual Property Right, we require authorization of the reporter’s right to report the violation to us.

4.9 Should the information requested in terms of clause 4.8 above not be provided, Dr. Green is under no obligation to take any action. 

4.10 Any prices, at any time, displayed on the Website:

i. Are not necessarily final and may be amended by Dr. Green at any time and Dr. Green cannot be held liable for any loss/damages resultant upon amending prices displayed on the Website.

ii. Dr. Green reserves the right to amend any incorrect prices displayed on the Website at any time.

4.11 Any Products advertised on the Website:

i. Are subject to Dr. Green’s discretion.

ii. May vary from the photographs displayed on the Website.

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 any security breaches resulting in a lack of virus protection or spyware that any User may have inadvertently installed on their device, or which may automatically install on the User’s device.

5.3 It is the duty of all Users to ensure that their hardware and software is secure from threats which are found on the internet and that they back up their data regularly. Dr. Green shall not be liable for any failure to attend to the aforementioned.

5.4 Any person that delivers or attempts to deliver any damaging code to this website or attempts to gain unauthorised access to any page on this website shall be prosecuted and Dr. Green reserves its rights to both institute criminal proceedings against such persona and its employer and/or claim damages for any losses or damages it incurs from such person and/or its employer.

5.5 Dr. Green shall not be liable, in any manner whatsoever, for any damage, loss or liability that resulted from the use of website content by the User or any third party who obtained any content from the User.

6. DISCLAIMER

6.1 The use of any information contained on this site is at the User’s own risk, and Dr. Green and its affiliates accepts no liability for the use of and / or reliance upon and / or inability to use any information of this site, nor shall they be liable in any manner for any losses or damages of any nature resulting from the direct or indirect use of and/or reliance upon the information contained on the website or websites linked to the website.

6.2 It is the User’s responsibility to ensure that their software or hardware, as the case may be, is compatible with the website.

6.3 Communications expressed on this site should not be regarded as the opinion or view of Dr. Green and Dr. Green will accept no liability resulting there from.  

6.4 Dr. Green will accept no responsibility for losses or damages resulting from the reliance on information on the Website, and Users should always seek professional advice before taking any course of action related to information, ideas or opinions expressed on this site.

6.5 The Website is supplied in the form preferred by Dr. Green and is not catered per the requirements of an individual.

6.6 Regarding any hyperlinks provided on the website, Dr. Green does not necessarily agree with the content thereof and accepts no liability incurred from the use of such hyperlinks.

6.7 Users agree to indemnify and hold harmless Dr. Green, its officers, directors, employees, partners, suppliers and affiliates, from and against any losses, damages, fines and expenses (including solicitor's fees and costs) arising out of or relating to any claims that the User has used the website in violation of another party's rights, in violation of any law, in violation of any provisions of the terms, or any other claim related to the User’s use of the Website.

6.8 Website Cookies: when entering the website, information such as user preference and activity may be stored and used by Dr. Green to improve the Website’s functionality. Cookies may be disabled by Users. 

Please see Cookie Policy on this website

7. HEALTH AND SAFETY

7.1 Dr. Green shall not be liable, and the User hereby waives any claim, against Dr. Green for the use or misuse of Dr. Green’s Products, as well as the availability (or lack) thereof.

7.2 It is each User’s responsibility to ensure that they have consulted an approved medical practitioner prior to using Dr. Green’s Products.

7.3 Dr. Green does not warrant that its Products are suitable for the User and are purchased at the User’s discretion.

8. JURISDICTION AND GOVERNING LAW

8.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, notwithstanding the location that the User accesses or uses the website from.

8.2 Dr. Green shall nevertheless have the right to institute proceedings in any other competent court which may otherwise have jurisdiction should it choose.

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 with regard to the use of the content and this Website. 

10. SEVERABILITY

10.1 If any provision of this Agreement is held to be invalid or unenforceable or contrary to any law for any reason, that provision is fully severable from the remaining provisions of this Agreement.

11. GENERAL

11.1 Dr. Green reserves the right to amend its Website and/or this Agreement or any part(s) thereof. This includes addition and removal of any of the terms and conditions of this Agreement and the features of the Website. 

11.2 Dr. Green may modify its terms and conditions at any time. Modifications will be published on the Website. It is the User’s duty to acquaint themself with the contents of the Website’s terms and conditions and be aware that the same may change from time to time at the discretion of Dr. Green.

11.3 If the User does not understand any of the terms and conditions of this website or agreement, the user is encouraged to seek assistance from whomever the user feels appropriate. 

 11.4 To access certain features of the Website, you are required to register and create an account. You are responsible for maintaining the confidentiality of your account credentials and for any activity that occurs under your account.

11.5 Acceptable Use - You agree to use the Website only for lawful purposes and in a way that does not infringe the rights of, restrict or inhibit anyone else's use and enjoyment of the Website. Prohibited activities include, but are not limited to, transmitting any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material.

11.6 Termination and Suspension - Dr. Green reserves the right to suspend or terminate your access to the Website at any time, for any reason, including if Dr. Green reasonably believes that you have violated these Terms.

11.7 Disclaimers and Limitations of Liability – The Dr. Green Website is provided "as is" and we make no representations or warranties of any kind, express or implied, about the operation of the Website or the information, content, materials or products included on the Website. Dr. Green shall not be liable for any damages arising from your use of the Website.

PART 2 – Purchasing our product.

1. THE ORDERING PROCESS

1.1 How we will accept your order. To comply with Safeguarding regulations and Know Your Customer (KYC) requirements, we must undertake appropriate checks. As a result, we will run a soft database check through our third-party supplier on your first order, on an annual basis and potentially after any designatory changes.

Our acceptance of your order will take place when confirm acceptance albeit that preparation of your order will not commence until we have received your order and you have paid for it pursuant to paragraph 2.1.

1.2 If we cannot accept your order. If we are unable to accept the order, we will inform you via email and will not charge you for the product. This might be because the product is out of stock, because of unexpected delays or problems with third party suppliers which we could not reasonably plan for or because we have identified an error in the order.

1.3 Prescription Validity. In a jurisdiction where a prescription is required to fulfil the order, where the prescription contains certain controlled drugs, a private prescription is only valid for twenty-eight days from the time of writing. This means that an order for medication must be made within this timescale.

Dr. Green cannot take orders for a prescription that is no longer valid. Please be aware that the lead time for delivery is 1-5 working days this may lead to your prescription expiring before we are able to dispense your medication.

1.4 Your order. You can view your full order history by logging into your portal.

1.5 Expiry dates. Due to the usual short-dated nature of the product, we recommend that when you pay for orders, consider only doing so for quantities that will cover a one-month treatment-period. Dr. Green will not be liable for any additional prescribing or fees that may be incurred as a result.

2. PAYMENT & CHARGES

2.1 Where a prescription is required. Where Dr. Green provides medication for patients based on their individual prescriptions, patients must pay for their medication before it is picked. Only once you have paid for your prescription will a contract come into existence between you and Dr. Green and until such time as:

(i) your order has been accepted

(ii) your prescription has been received and

(iii) payment for that prescription has been made,

We will not have any liability to you and it will be your responsibility to contact us within 30 days regarding any order you may have placed through our website if there is any delay.

2.2 Charges. In addition to being charged for the products ordered, you may also be charged for the prescription as well as postage and packaging of your medication. The total amount of charges payable by you will be notified to you in accordance with paragraph 2.4 below.

2.3 Payment Methods. Payment is only accepted by debit or credit card, via our online payment portal/gateway.

Receipts will be emailed after the payment is taken. In providing payment card details, you authorise Dr. Green to take payment in full for the applicable prescription charges, postage and packing charges and any other charges that become due to us under these terms (see 2.4 below).

Where you may be entitled to a refund, it will only be made using the payment gateway and/or card originally used for payment. We reserve the right to refuse any order you place with us. At our sole discretion, Dr. Green may limit or cancel quantities purchased.

2.4 Minimum payment orders. Where the order is less than £100 (or equivalent), you will be required to pay the prescription charge, as well as the product costs (but not any costs associated with activity outlined in 1.1 above).

Should the order be £100 (or equivalent) or above, Dr. Green will cover the prescription charges (and other charges associated with 1.1 above).

3. DELIVERY OF THE PRODUCT

3.1 No retail outlet. Dr. Green does not have a retail outlet and we are only able to take orders via our website portal (with a valid prescription where required). Once dispensed, product will be delivered to the address provided and verified during our KYC checks at the time of order (see 1.1 above).

3.2 Delivery times. At the point of confirming acceptance of your order, we aim to dispatch your medication within 1-5 working days, where this is not possible, Dr. Green will contact you to advise of your options. This will depend on the product ordered and its availability.

3.3 Courier Delivery. Delivery will be via trackable courier, will require a doorstep photograph and in most areas will require a PIN to be disclosed to the courier before the product will be able to be given to the recipient. Once the package is delivered, our responsibility for the delivery ends. If the packaging is opened after delivery, we will have no liability to you for lost items or damage to items after delivery. Due to the nature of the products being supplied from us, Dr. Green does not accept liability for the loss of the product once delivery is complete.

3.4 If you are not home when your order is delivered. If no one is available at the nominated address to take delivery, the products cannot be posted through your letterbox. Our courier will leave you a card informing you of their attempt to deliver, you are responsible for re-arranging delivery.

3.5 If you do not re-arrange delivery. If you miss your delivery, your product may be returned to Dr. Green, in this event we will then contact you to re-arrange the delivery however this may incur a minimum redelivery charge of £20 which must be paid for before we will despatch your order. If you no longer want your medication once this is returned to the pharmacy, you will not be entitled to a refund as per 4.1 below.

4. PROBLEMS WITH YOUR ORDER

4.1 In line with General Pharmaceutical Council guidance, Dr. Green does not offer refunds on medication or products that have been dispensed (correctly) on prescription. Once medication or prescription products have been dispensed, they cannot be reused and must be disposed of.

4.2 In the first instance, if you do not find your medication, medical device or other prescription product suitable, this must be discussed with your prescribing doctor. If your medical device is defective, you should in the first instance make sure you have registered the warranty and then contact the manufacturer directly.

4.3 Please check the items dispensed to you carefully and promptly upon receipt. If you believe there may have been an error, you should contact us immediately and should not take or use any of the items.

Please contact us to report an error using one of the methods in above. Please provide your order number when contacting us.

4.4 For prescription orders only - Where an error has been made by Dr. Green in dispensing medication, a full refund will be given if we are notified. Alternatively, Dr. Green will provide you with replacement product where possible and will arrange for collection of the previously dispensed order, so it can be safely disposed of.

5. PERSONAL INFORMATION

5.1 All personal information provided to Dr. Green is kept confidential and will only be used to provide you with product services or as otherwise agreed with you.

5.2 Dr. Green holds all personal information in accordance with relevant data protection legislation. For more information about how your personal information will be used and how you can exercise your rights in relation to such information, please read our privacy policy that can be accessed at www.drgreennft.com

6. REFUNDS

(Please see our Returns Policy for full details).

6.1 We will refund you the price you paid for the products, if Dr. Green has made an error in fulfilling your order, including delivery costs where applicable. The refund will be by the method you used for the payment initially. We will make refunds to you as soon as is possible but will be within 14 days of you informing and evidencing Dr. Green of any error.

7.COMPLAINTS

7.1 All customers of Dr. Green are entitled to make complaint if they are not satisfied with the services they have received. All complaints will be investigated thoroughly so we can improve the service provided.

7.2 Complaints should be emailed to [email protected] with the Subject: Complaint. If you are unable to provide the details of your complaint in writing, please contact us to discuss alternative ways to raise your complaint.

The individual making the complaint will receive an acknowledgement within five working days of receipt of the complaint and we aim to provide a full response within 30 working days or provide the reasons for any delay.

8. OTHER IMPORTANT TERMS

8.1 Nobody else has any rights under this contract - This contract is between you and us. No other person shall have any right to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.

8.2 Governing law. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim and each party submits to the exclusive jurisdiction of the courts of England and Wales.

8.3 Changes to the Terms & Conditions – The most current version of the Terms and Conditions are available on this website. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms & Conditions by updating the website. Your continued use of or access to our website is deemed an acceptance of those changes by you.

PART 3 – NFTs Purchased as Part of the Upcann Software 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

The software and platform services are provided by Upcann Software FZCO, a company based in Dubai, UAE. The distribution of cannabis products, including packaging, shipping, and regulatory compliance, is managed and executed by Upcann LDA, a company registered in Portugal. These entities operate independently, with Upcann Software FZCO focusing on the technical infrastructure and NFT management, while Upcann LDA handles all aspects related to the legal distribution of cannabis products. This division ensures that each entity operates within its regulatory framework, adhering to the laws of their respective jurisdictions.

2. Definitions

  • "Art": Includes any art, graphics, images, designs, logos, taglines, and drawings associated with an NFT, as well as any digital renderings or representations thereof.

  • "Equivalent": Refers to the value in United States Dollars (USD) of the market value of the relevant amount of cryptocurrency on the day of the transaction, as determined by the prevailing exchange rate on a reputable cryptocurrency exchange.

  • "Licensed Rights": The specific rights and licenses granted to you in relation to a Licensed NFT, as detailed in this Agreement.

  • "NFT": A blockchain-tracked non-fungible token representing ownership or rights to digital assets and services, as defined and governed by this Agreement.

  • "Upcann Parties": Refers to Upcann, its affiliates, subsidiaries, parent companies, and their respective officers, directors, employees, agents, and representatives.

  • "Third Party IP": Any intellectual property rights owned by a third party, including but not limited to patents, copyrights, trademarks, and trade secrets, which are used or referenced in the NFT or associated services.

3. Ownership

Upcann or its licensors retain all rights, title, and interest in the Art, Name, and Likeness associated with the NFTs. The ownership of the NFTs does not grant you any rights to the underlying Art or other intellectual property, except for the rights explicitly stated in this Agreement. All other rights are reserved by Upcann and its licensors.

4. Rights

4.1  Licensed Rights

Upon purchasing a Licensed NFT, you are granted the right to use the NFT for onboarding clients into Upcann's decentralized application, subject to successful Know Your Customer (KYC) verification and adherence to local cannabis distribution regulations. This right includes the ability to participate in Upcann's ecosystem as a distributor or promoter, depending on local laws. These rights are strictly limited to Upcann-approved markets and are non-transferable except as specified in this Agreement.

4.2  Permissible Transfers

You may transfer your Licensed NFT to another party, provided that:

  • The transferee agrees to be bound by this Agreement and any other applicable terms and conditions.

  • The transfer occurs through Upcann's designated secondary marketplace, where applicable, and complies with any platform-specific terms.

  • All applicable fees, including a 9% creator's fee on secondary sales, are paid. This fee may be automatically deducted or required before the NFT can function within the Upcann ecosystem.

5. Usage Restrictions

You may not:

  • Modify the Art or Name and Likeness: You are prohibited from altering, adapting, or modifying the Art, Name, and Likeness associated with the NFTs in any way, including but not limited to changes in color, design, or attributes.

  • Prohibited Content or Activities: The NFT cannot be used in connection with content or activities that are illegal, defamatory, obscene, or otherwise violate the rights of others. This includes, but is not limited to, content related to hate speech, violence, or illegal drug use.

  • Unauthorized Commercial Use: You may not use the NFT or any associated assets for commercial purposes without explicit written permission from Upcann. This includes, but is not limited to, using the NFT or associated Art to sell or promote other products or services.

6. Launch and Operations

The initial operational functionality of the NFTs is scheduled to begin in Q4 of 2024. The rollout will be phased, starting with the UK and South Africa, followed by other jurisdictions as Upcann secures necessary regulatory approvals. Users acknowledge that these timelines are subject to change due to factors beyond Upcann's control, such as regulatory requirements and logistical challenges. Upcann will not be liable for delays or changes in the rollout schedule.

7. Indemnification

You agree to indemnify and hold harmless Upcann and the Upcann Parties from any claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of:

  • Uploading Fake Documents or Prescriptions: Any fraudulent or unauthorized use of the platform, including the submission of fake or altered identification documents or medical prescriptions.

  • Illegal Activities: Any illegal activities conducted using the NFT, including unauthorized cannabis distribution or other illegal commerce.

  • Unauthorized Data Breaches: Any data breach or unauthorized access resulting from your actions or negligence, including improper handling of client data.

8. Pricing and Profit Distribution

Cannabis products offered through the platform are priced according to a wholesale cannabis pricing index, which may fluctuate based on market conditions. The NFT holder's profit is derived from the difference between the wholesale price and the retail price set by Upcann, less any applicable shipping and handling costs. These pricing terms are subject to change at Upcann's discretion.

9. Secondary Market Sales

A 9% creator's fee is applied to all secondary market sales of the NFTs. This fee is essential for maintaining the integrity and operational functionality of the NFT within the Upcann ecosystem. If this fee is not paid during a transaction on a third-party platform, the NFT may not be fully operational until the fee is settled.

10.  Age Restrictions and Legal Compliance

NFTs can only be sold to individuals who meet the legal age requirements for distributing cannabis in their respective jurisdictions (e.g., 18+ in the UK, 21+ in the USA). Users are responsible for ensuring their compliance with all applicable local, state, and federal laws regarding cannabis distribution and sales.

11.  Presales and Benefits

Presale participants are entitled to additional benefits, such as access to front-end store templates provided by AlphaGeek and promotional services. These benefits are subject to AlphaGeek's terms and conditions. Upcann disclaims all liability related to third-party services, including any issues arising from the use of AlphaGeek's services.

12.  Payment and Security

Payments for NFTs, including those made during presales, are processed through Coinremitter. Users are responsible for providing accurate wallet addresses and ensuring secure handling of their transactions. Upcann is not liable for any errors or issues arising from third-party payment services.

13.  Data Privacy and Security

Upcann complies with all applicable GDPR regulations and other data protection laws in handling personal data collected through its services. Users are responsible for securing their own devices and data. Upcann will not be held liable for breaches resulting from user negligence, including but not limited to mishandling of private keys or personal data.

14.  Ecosystem Overview and Functionality

The "Dr Green Universe" is a meticulously crafted digital ecosystem comprising twenty unique worlds, each representing a distinct planet. This ecosystem includes 5,145 characters from various species, each possessing unique traits and characteristics that enhance the diversity and richness of this digital galaxy. Each world within this universe hosts 250 StandardNFTs, 1 GoldNFT, and 1 PlatinumNFT, which are randomly assigned during the minting process. The GoldNFT and PlatinumNFT on each planet serve as special bonuses for one fortunate recipient in each category. Despite their significantly higher intrinsic value, these NFTs will be minted at the price of a StandardNFT. 

14.1  Minting and Access

The minting process for standard Digital Keys requires the buyer to select a planet, with each planet having subcategories of cannabis strains associated with it. It is crucial to note that the selection of a planet directly impacts the range of cannabis strains that can be traded under that specific Digital Key. 

14.2  NFT Drop and Pricing

The total supply of standard NFTs in our offering is capped at 5,000 units, with their distribution being carried out in phases as determined by Upcann. The initial mint price for each standard NFT is set at $10,000.00 USD, payable in the equivalent amount of Ethereum (ETH). Upcann reserves the right to adjust the pricing for subsequent phases based on market conditions and other considerations.

In addition to the standard NFTs, there will be a special category known as GoldNFTs. Holders of GoldNFTs are entitled to additional privileges, including but not limited to the ability to trade a wider variety of cannabis strains from different regions within the Dr. Green ecosystem. The initial mint price for GoldNFTs is established at $50,000.00 USD, equivalent in ETH.

Furthermore, the PlatinumNFT represents the highest tier within our NFT ecosystem. Holders of the PlatinumNFT will receive all benefits associated with the GoldNFT, along with two exclusive additional privileges: (1) participation in brand partnerships, such as receiving merchandise from brands like Jacob & Co watches, at the company's discretion; and (2) an invitation to our facilities to collaborate with our experts in developing a unique cannabis strain, which will be trademarked and distributed within the ecosystem. The PlatinumNFT holder will earn royalties on the sales of this strain by other users in the ecosystem.

Special editions, including but not limited to the GoldNFT and PlatinumNFT, are governed by additional terms and conditions, which are available on the Upcann website. These terms and conditions detail the specific benefits, rights, and obligations associated with each special edition NFT.

15.  Product Availability and Strain Representation

The availability of cannabis strains may vary, and any examples provided are illustrative only. Upcann does not guarantee the availability of specific strains and reserves the right to update the selection based on availability and regulatory considerations. NFT holders will be informed of available strains as updates occur.

16.  Wallet Security

Connecting your wallet to Upcann's platform does not grant Upcann access to your funds. Users are responsible for securing their wallets and private keys. Upcann disclaims all liability for any loss resulting from unauthorized access or errors in wallet security.

17.  Delivery and Refunds

Upcann uses third-party services for the delivery of cannabis products. While Upcann strives to ensure timely delivery, it is not responsible for delays caused by these third parties. Refunds are handled in accordance with Upcann's primary terms and conditions, with specific provisions for issues attributable to Upcann's actions.

18.  Invoicing and Payment Processing

Invoices for cannabis products will be issued in fiat currencies (e.g., Visa, Mastercard) and select cryptocurrencies. Profits for NFT holders are calculated based on the difference between the wholesale price and the retail price set by Upcann, minus any applicable shipping and handling costs. These profits are visible to the NFT holder at three key stages: prior to placing an order, during the order processing, and in the "Earned Commissions" section of the platform.

Profits are distributed to NFT holders in Ethereum (ETH) and are paid to the wallet addresses that hold the NFTs responsible for the respective orders. For fiat transactions, profits are distributed after the chargeback period has elapsed to ensure transaction security and integrity. In contrast, profits from cryptocurrency transactions are processed and distributed immediately. NFT holders must ensure the accuracy and security of their wallet addresses to receive these payments.

19.  Governing Law

This Agreement and any disputes arising from it are governed by the laws of Portugal, excluding its conflict of law principles.

20.  Dispute Resolution and Arbitration

Any disputes arising from or related to this Agreement shall be resolved through binding arbitration in Lisbon, Portugal, in accordance with the rules of the Portuguese Arbitration Association. The arbitration proceedings shall be conducted in English, and the arbitral award shall be final and binding. The parties agree to waive any right to pursue class actions or class arbitration.

21.  Severability

If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

22.  Contact Information

For any inquiries or concerns regarding this Agreement or the Offering, please contact us at [email protected].

23.  Breach of Terms and Deactivation of NFT

If the NFT holder breaches any of the terms and conditions set forth in this Agreement, Upcann reserves the right to take appropriate action, including but not limited to the immediate deactivation of the NFT holder's access to the platform and associated services. This deactivation may result in the loss of all rights and privileges granted under this Agreement, including but not limited to the ability to onboard clients, access the decentralized application, and participate in any benefits or profit-sharing arrangements. Upcann shall not be liable for any losses or damages resulting from such deactivation.

24.  Regulatory Approvals and Utility The utility and use of the tokens are contingent upon obtaining applicable regulatory approvals in each jurisdiction. Upcann makes no representations or guarantees regarding the attainment of such approvals, and the functionality of the tokens is subject to compliance with regulatory requirements.

24.1  Conceptual Nature of the Project Participants acknowledge that the project is in its conceptual stage. By participating in the pre-sale, purchasers agree that the NFTs may not have all the functionalities currently envisaged. Purchasers accept that the project may evolve, and the final product may differ from initial expectations.

24.2  Purchase Price and Funding Clarification The purchase price paid for an NFT is solely for the acquisition of the NFT itself. This transaction should not be construed as a fundraising activity, and the funds raised from the pre-sale do not constitute community assets.

24.3  Representations and Roadmap The features and functionalities described in connection with the NFTs should be regarded as indicative of Upcann's developmental aspirations. Purchasers acknowledge that these statements are not representations or guarantees, and they do not rely on them when purchasing the tokens.

24.4  Delivery and Feasibility The ability of Upcann's developers and promoters to deliver the intended use case of the tokens depends on various factors, including but not limited to regulatory approvals, technological feasibility, and commercial viability. Upcann makes no representations regarding the successful realization of these factors.

24.5  Limitation of Liability In the event that any benefit has been conferred by holding the NFT, such as access to the benefits listed in Clause 11, any restitution of funds to the purchaser will be limited to the value of the portion of the benefit that has not been provided. Upcann shall not be liable for any losses or damages beyond this scope.

Bulk Purchase Policy for Digital Keys

To accommodate our community and facilitate access to multiple Digital Keys, we have
implemented a tiered discount structure for bulk purchases. Please read the following carefully
to understand the applicable discounts based on the quantity of Digital Keys purchased in a
single transaction:

  1. Single Purchase (1 Digital Key): The Digital Key will be sold at its standard market price,
    with no discount applicable.

  2. Bulk Purchase (2-5 Digital Keys): For purchases of 2 to 5 Digital Keys in a single
    transaction, a discount of $250 USD per Digital Key will be applied.

  3. Bulk Purchase (6-10 Digital Keys): For purchases of 6 to 10 Digital Keys in a single
    transaction, a discount of $500 USD per Digital Key will be applied.

  4. Bulk Purchase (11+ Digital Keys): For purchases of 11 or more Digital Keys in a single
    transaction, a discount of $750 USD per Digital Key will be applied.

Please note the following conditions:

  • Discounts apply exclusively to purchases made in a single transaction. Purchases made
    separately will not be combined for discount eligibility.

  • These discounts cannot be combined with any other promotional offers or discounts
    unless explicitly stated.

  • The applicable discount will automatically be calculated at checkout based on the
    number of Digital Keys being purchased.

  • Refunds or partial returns that reduce the total number of Digital Keys purchased may
    result in the reversal of the bulk discount applied at the time of purchase.

Corporate Purchases

For corporate inquiries involving the purchase of 50 or more Digital Keys, please contact our
sales team at [email protected] to discuss further pricing options and bespoke offers
tailored to large-scale acquisitions.

We reserve the right to modify or discontinue this discount structure at any time, with or without
prior notice. However, all purchases made prior to such changes will retain the discounts
applicable at the time of purchase.

Token Payment Policy

1. Irrecoverable Token Transactions

By using the Dr. Green platform to make token payments, you acknowledge and agree that any tokens sent to an incorrect wallet address are irrecoverable. Dr. Green and its associated entities cannot retrieve, reverse, or otherwise recover tokens transferred to an incorrect address. It is solely the responsibility of the user to ensure the accuracy of the wallet address entered when making payments.

2. No Recovery Policy

Dr. Green does not provide token recovery services for any errors, including but not limited to:

  • Mistakes in entering wallet addresses.

  • Sending tokens to incompatible networks or wallet addresses.

  • Incorrect transaction details or omissions by the user.

By proceeding with your payment, you acknowledge and accept that if tokens are lost due to user error, Dr. Green will not be held liable for any losses or damages. No refunds or compensations will be provided under these circumstances.

3. Prohibition on Payments from Third-Party Contracts or Exchange Platforms

Dr. Green cannot accept payments sent from third-party contracts, custodial exchanges, or platforms such as Binance, Coinbase, or Kraken. To ensure proper receipt of your payment:

  • Crypto payments must only be made from a personal custodial wallet (i.e., a wallet where the client holds their own private keys).

  • Any payments made from an exchange platform or smart contract will not be considered valid and may result in loss of funds.

  • We will not proceed with the delivery of our products or services if funds are not deposited directly from a custodial wallet.

4. Limitation of Liability

Dr. Green shall not be held liable for any losses arising from:

  • Payments made incorrectly due to user error, including but not limited to sending funds to wrong addresses or networks.

  • Transactions from third-party contracts, exchanges, or custodial platforms that result in lost or misdirected payments.

  • Any delays or failures in the blockchain network or wallet services beyond Dr. Green’s control.

5. Payment Confirmation and Product Delivery

We will only deliver our products or services once we confirm that the full payment has been received correctly in compliance with these terms. If the payment is not deposited in accordance with these requirements, Dr. Green reserves the right to withhold the products or services until the correct payment has been made.

6. User Acknowledgment

By making a payment using tokens, the client agrees to these terms and acknowledges that Dr. Green will not be held responsible for any loss of funds due to incorrect payments. The client accepts full responsibility for ensuring that payments are made accurately and in compliance with these conditions.

Dr. Green Instagram Competition Terms & Conditions

1. Promoter Information

The competition is organized by Upcann Software FZCO, owner of the Dr. Green brand, headquartered in the Dubai Silicon Oasis free zone under IFZA.

2. Eligibility

  • Participants must be 18 years or older.

  • Open internationally, except where prohibited by law.

  • Employees, partners, affiliates, and their immediate family members are not eligible.

3. How to Enter

  • Follow @DrGreen on Instagram.

  • Comment on the competition post and tag three (3) friends.

  • Multiple entries are allowed by tagging different friends in separate comments.

  • No purchase is necessary to enter.

4. Competition Period

  • Start Date: 22nd October 2024

  • End Date: 22nd November 2024, 11:59 PM (GMT)

Entries received after this time will not be accepted.

5. Prizes

Three (3) winners will be selected at random, with each receiving one of the following prizes:

  1. A Jacob & Co. x Dr Green Watch

  2. Dr. Green NFT

  3. Dr. Green Clothing Merchandise

Prizes are non-transferable, non-exchangeable, and cannot be redeemed for cash.

6. Winner Selection and Notification

  • Winners will be chosen randomly and notified via Instagram Direct Message within 7 days of the competition closing.

  • Winners must respond within 48 hours to claim their prize. Failure to respond will result in disqualification.

7. Prize Delivery & Import Costs

  • Prizes will be shipped free of charge to the provided address.

  • Winners are responsible for any additional costs such as import duties, taxes, or customs clearance fees in their jurisdiction.

  • The Promoter is not responsible for shipping delays caused by customs or carriers.

8. NFT Prize Delivery

  • The NFT prize will be transferred to the winner’s valid Ethereum wallet capable of receiving ERC-721 tokens.

  • The Promoter is not liable for lost NFTs due to incorrect wallet information or wallet access issues.

9. Tax Liability

  • Winners are solely responsible for reporting and paying any applicable taxes.

  • The Promoter recommends consulting a tax advisor regarding potential obligations.

10. Disqualification

  • The Promoter reserves the right to disqualify any participant suspected of:

    • Violating these terms

    • Engaging in fraudulent activity

    • Providing false information

  • Entries made using bots, automation, or similar methods will be disqualified.

11. Limitation of Liability

  • The Promoter’s responsibility is limited to the provision and shipment of the prizes as described.

  • The Promoter is not liable for additional costs, including shipping delays, import fees, or prize-related losses after delivery.

  • By participating, entrants release the Promoter from any claims related to the competition or prizes.

12. Data Protection

  • Personal data will only be used for this competition and handled in accordance with our Privacy Policy.

  • Winners agree to the use of their Instagram username in promotional content.

13. Modifications and Termination

The Promoter reserves the right to modify, suspend, or cancel the competition in the event of fraud, technical difficulties, or unforeseen circumstances beyond its control.

14. Jurisdiction and Dispute Resolution

  • These Terms & Conditions are governed by the laws of Dubai, UAE.

  • Disputes will be resolved under the exclusive jurisdiction of the Dubai courts.

  • If any part of these terms is found to be invalid, the remaining provisions will remain effective.

15. Acceptance of Terms

By entering, participants acknowledge and accept these Terms & Conditions.