Terms of Use

1. Introduction

Welcome to GCRx Inc. ("GCRx," "we," or "us"). By accessing or using our Services, Products, Websites, or Platforms (collectively, the "Services"), you ("User") agree to comply with and be bound by these Terms of Use ("Terms"). These Terms, along with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and GCRx regarding your use of the Services. These Terms are designed to protect all Users, ensure compliance with laws and regulations, and set clear expectations for the use of our Services. If you do not agree to these Terms, you must discontinue your use of the Services immediately.

2. Definitions

For the purposes of these Terms:

• "SPV": A Special Purpose Vehicle established as a legal entity to facilitate the pooling of investments.
• "Digital Assets": Cryptocurrencies, tokens, or other blockchain-based assets.
• "KYC/B": Know Your Customer / Know Your Business regulations requiring identity verification.
• "AML": Anti-Money Laundering regulations aimed at preventing illicit financial activities.
• "Services": The offerings provided by GCRx, including but not limited to SPV management, digital asset support, and membership administration.

3. Services Overview

GCRx provides sophisticated Services aimed at facilitating a range of activities tailored to investors and businesses. These activities include:

• Investment Opportunities: Our Services enable clients to post and share select investment opportunities, offering Users the tools to access and engage with exclusive deals within the financial and digital asset ecosystems. Users may explore, express interest in, and participate in these opportunities independently.
• Membership Management: We streamline the onboarding and management of members, ensuring a seamless experience for both individuals and organizations. This includes tiered memberships, member benefits, and access to exclusive content.
• SPV Creation and Administration: We facilitate the creation and ongoing administration of SPVs, which serve as legal entities for pooling investments. These SPVs are structured in jurisdictions tailored to meet client needs.
• Digital Asset Transactions: We support investments and transactions involving digital assets, with processes designed to meet applicable regulatory requirements and mitigating risks associated with blockchain-based assets. This includes wallet integrations, transaction monitoring, and security enhancements.
• Third-Party Integrations: We often integrate with various third-party services to enhance functionality. While we strive to ensure the reliability of these integrations, we do not guarantee the performance or compliance of external services.

4. Eligibility

The Services are intended for use by individuals and organizations who meet specific eligibility requirements:

• Legal Capacity: You must be at least 18 years old and possess the legal capacity to enter into binding agreements.
• Compliance with Laws: Your use of the Services must comply with all applicable local, state, national, and international laws and regulations.
• Authorized Use: You must not have been previously banned or suspended from using GCRx Services.
• Sanctioned Territories: We do not accept Users from sanctioned territories as defined by international laws and regulations.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

5. Account Registration and Security

To utilize specific features of our Services, Users are required to register and maintain an account. This involves:

• Accurate Information: Providing truthful, current, and complete details during the registration process.
• Account Maintenance: Ensuring that your account information is updated promptly to reflect any changes.
• Security Obligations: Taking reasonable steps to safeguard your account credentials and notifying GCRx of any unauthorized access or security breaches.

You are fully responsible for all actions performed through your account, whether authorized by you or not.

6. User Responsibilities

Users of GCRx Services are expected to uphold the following standards:

• Lawful Use: All activities conducted through the Services must comply with applicable laws, including those governing securities, digital assets, and anti-money laundering.
• Accuracy of Submissions: You are required to provide accurate and truthful information in all submissions and communications.
• Respect for Rights: Users must respect the rights of other Users, third parties, and the intellectual property of GCRx.

Failure to meet these responsibilities may result in account suspension or termination.

7. Prohibited Activities

The following activities are expressly prohibited on the GCRx Services:

• Unauthorized Access: Attempting to gain unauthorized access to accounts, systems, or networks.
• Malicious Conduct: Introducing harmful software, such as viruses or malware, that could disrupt the Services.
• Unlawful Use: Engaging in activities that violate laws, regulations, or the rights of others.

Any violations may lead to immediate termination of access and potential legal action.

8. Compliance with KYC/B and AML Requirements

GCRx is committed to adhering to KYC/B and AML protocols. Users must:

• Submit Valid Documentation: Users must submit valid documentation for identity verification, including but not limited to government-issued identification and proof of address.
• Undergo Background Checks: Cooperate with verification and compliance procedures.
• Report Changes: Notify GCRx of changes affecting compliance.

We reserve the right to report suspicious activities to appropriate authorities.

9. Risk Disclosure

Participation in SPVs and investments in digital assets involves significant risks, including but not limited to:

• Volatility: Digital assets and investments may experience rapid and unpredictable price changes.
• Regulatory Risks: Changes in laws and regulations may affect the value or legality of investments.
• Operational Risks: Issues such as technology failures, fraud, or market changes may impact outcomes.

Users are strongly encouraged to conduct thorough research and seek professional advice before participating in any investment.

10. Expanded Risk

• High risk of loss: Investments in startups, early-stage ventures, and digital assets carry significant risks, including the potential for complete loss of investment. These opportunities are inherently speculative, and there is no assurance that any investment objectives will be achieved.
• Illiquidity risks: Investments in startups and digital assets are often illiquid, meaning they cannot be easily sold or exchanged for cash. There may be no secondary market, and investors should be prepared to hold their investments for an extended or indefinite period.
• Digital asset volatility: The value of digital assets is highly volatile and may fluctuate significantly over short periods. Price swings may be influenced by factors such as market speculation, technological developments, regulatory announcements, or broader economic events.
• Regulatory risks: Digital assets and related investment opportunities operate in a rapidly evolving legal and regulatory environment. Changes in laws, tax regulations, or government policies may adversely affect the legality, value, or transferability of digital assets and investments.
• Cybersecurity and technology risks: Investments in digital assets are susceptible to risks such as hacking, fraud, and technical vulnerabilities. Cybersecurity breaches or failures of the underlying technology, including smart contracts, blockchain infrastructure, or custodial services, could result in financial loss.
• Operational and business risks: Startups and ventures face operational challenges, including market acceptance, product development, competition, and management decisions. Any of these factors may result in the failure of the business and a total loss of investment.
• Dilution risks: Future fundraising rounds by companies or projects may dilute an investor's ownership percentage. New stock issuances or token releases may reduce the overall value or control associated with an investment.
• Dependence on management: The success of startups and digital asset projects is often dependent on the experience, skills, and decisions of key management or founders. Changes in leadership or management failures may negatively impact investment outcomes.
• Technological obsolescence: The digital asset and technology sectors are characterized by rapid innovation. Investments may face obsolescence or significant competition, which could render their technology or business model unviable.
• Economic and market risks: Economic downturns, geopolitical events, or market instability can impact investments in startups and digital assets. Reduced access to capital, decreased consumer spending, or inflationary pressures may hinder the success of ventures.
• Environmental risks: Certain digital assets, such as those relying on proof-of-work protocols, may have significant energy consumption. Regulatory or societal pressure to reduce environmental impact could affect the adoption or value of these assets.
• Lack of guarantees and past performance: Past performance of any startup, venture, or digital asset is not indicative of future results. There are no guarantees of returns or recovery of the invested capital.
• Jurisdictional and tax risks: Digital asset transactions may be subject to varying tax laws and jurisdictional regulations. Investors are responsible for understanding and complying with applicable tax obligations in their respective locations.

11. Investment Services Terms

• Investment Opportunities: GCRx provides access to curated investment opportunities through SPVs and other structures tailored to meet client needs. These opportunities may involve various assets, including digital assets, private equity, or other investments.
• No Financial Advice: GCRx does not provide financial, tax, or legal advice. Users are responsible for conducting their due diligence and consulting with appropriate professionals before making investment decisions.
• SPV Participation: Users participating in an SPV must comply with all relevant agreements, including subscription documents and offering materials. Failure to adhere to these agreements may result in removal from the SPV.
• Fees and Expenses: GCRx charges fees for the establishment and management of SPVs, which are detailed in the relevant agreements. Users acknowledge that additional fees may apply depending on the complexity or scope of the investment.

12. Embedded Wallet Terms

• Wallet Features: GCRx may offer embedded wallet functionalities to facilitate digital asset transactions. These wallets are provided as a convenience for Users and are subject to third-party terms and conditions.
• User Responsibilities: Users are solely responsible for safeguarding their wallet credentials, including private keys. GCRx does not store or have access to Users’ private keys and cannot assist in their recovery. This section concerns User-held wallets; wallets opened and operated by GCRx for an SPV are governed by that SPV’s own agreements.
• Supported Assets: The wallet may support specific digital assets as determined by GCRx. GCRx reserves the right to modify supported assets without notice.
• Liability Limitations: GCRx shall not be held liable for any losses arising from wallet usage, including but not limited to unauthorized access, asset theft, or technical failures.
• Compliance: Users must ensure that their wallet activities comply with applicable laws and regulations, including those related to KYC/B and AML.

13. Intellectual Property Rights

The intellectual property associated with GCRx Services, including content, trademarks, software, and proprietary methods, is owned or licensed by GCRx. Users are granted a non-exclusive, revocable license to access and use the Services for their intended purposes. Any unauthorized reproduction, modification, or distribution is prohibited.

14. Limitation of Liability

14.1 Disclaimer of Warranties

We cannot and do not guarantee or warrant that files available for downloading from the Internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR SERVICES OR ANY ITEMS OBTAINED THROUGH THEM, OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY LINKED SERVICES.

YOUR USE OF OUR SERVICES, THEIR CONTENT, AND ANY ITEMS OBTAINED THROUGH THEM IS AT YOUR OWN RISK. OUR SERVICES, THEIR CONTENT, AND ANY ITEMS OBTAINED THROUGH THEM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF OUR SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT OUR SERVICES, THEIR CONTENT, OR ANY ITEMS OBTAINED THROUGH THEM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT OUR SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14.2 Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OUR SERVICES, ANY SERVICES LINKED TO IT, ANY CONTENT ON OUR SERVICES OR SUCH OTHER SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User contributions, any use of the Services and the Services' content other than as expressly authorized in these Terms, or your use of any information obtained from the Services.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States. Any disputes must first be addressed through a 30-day negotiation period. If unresolved, binding arbitration will follow in accordance with the rules of the American Arbitration Association (AAA). The decision of the arbitrator shall be final and binding on all parties.

By agreeing to these Terms, you waive the right to a jury trial or to participate in class actions.

17. Termination

GCRx reserves the right to suspend or terminate your access to the Services for violations of these Terms, any applicable laws, or for any other reason deemed necessary. Upon termination, your rights to use the Services will cease immediately. Provisions related to confidentiality, intellectual property, and indemnification will survive termination.

18. Miscellaneous

• Entire Agreement: These Terms, together with our Privacy Policy and any other agreements referenced herein, constitute the entire agreement between you and GCRx regarding the Services.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• No Waiver: Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
• Force Majeure: GCRx shall not be held liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, war, strikes, or government actions.

19. Electronic Signatures

By using our Services, you acknowledge and agree that electronic signatures are legally binding and enforceable in accordance with applicable laws. Any consent, agreement, or action you authorize using electronic means via our Services shall have the same legal effect as a handwritten signature. This applies under the United States Electronic Signatures in Global and National Commerce Act (The E-Sign Act), the European Union's eIDAS Regulation, and similar laws governing electronic signatures globally. Users are responsible for ensuring that the use of electronic signatures complies with the laws of their respective jurisdictions.

20. Disclosures

• General information: All information provided on our Services is for general informational purposes only and should not be considered financial, legal, or investment advice. Users are encouraged to seek independent professional advice before making any investment decisions.
• Third-party content: Our Services may include content provided by third parties. We do not endorse or guarantee the accuracy, completeness, or reliability of any third-party content. Users interact with such content at their own risk.
• No guarantees of success: Participation in opportunities available through our Services does not guarantee success or returns. Investments are subject to risks, and Users are solely responsible for their investment decisions.
• Not an advisory service: We do not provide personalized investment advice and do not act as a broker or fiduciary. Where an exempt reporting adviser (ERA) is arranged for an SPV, that role is limited to the SPV itself and does not create an advisory relationship with individual Users. Our Services facilitate connections between clients and Users, but all decisions are made independently by Users.
• Regulatory compliance: Users are responsible for ensuring that their participation in any investment opportunities complies with all applicable laws and regulations in their jurisdiction.

21. Contact Information and Acceptance of Terms

For assistance or inquiries regarding these Terms, please contact us.

By using the Services, you acknowledge that you have read, understood, and agree to these Terms of Use. You further acknowledge and agree that GCRx reserves the right to amend, modify, or update these Terms at any time, at our sole discretion, without prior notice. Any such changes will take effect immediately upon their adoption, unless otherwise specified. Your continued use of the Services after any changes constitutes your acceptance of the revised Terms. It is your responsibility to review these Terms periodically to stay informed of any updates.