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These terms and conditions govern the issuance and transfer of the non-fungible tokens issued by Establishment Labs Holdings Inc. (each an “ESTA Token”), and the relationship between Establishment Labs Holdings Inc. (“Establishment Labs” “we” or “us”) and each person that receives an ESTA Token from Establishment Labs (“you”). These terms relate solely to the ESTA Token and no other service that we may offer to you.

Overview of the ESTA Token

You may receive an ESTA Token from us, corresponding to other services that you have received from us (which are not governed by these terms and conditions). These terms and conditions will commence in full force from the point at which you transfer an ESTA Token to a digital asset wallet.

You acknowledge that:

  1. the ESTA Token is a “soulbound” token, meaning that the ESTA Token cannot be transferred from your wallet to another wallet once you have received it;
  2. the ESTA Token is a unique token to you, and its sole purpose is as a proof of authentication of you as a customer of us;
  3. you are in control of the private keys associated with your digital assets wallet, and we have no control over any third party wallet services that you may use; and
  4. the ESTA Token has no monetary value and should not be used for investment or payment purposes.

Upon the transfer of the ESTA Token to your digital asset wallet, you acknowledge and agree that we have no control over the ESTA Token or your use of it.

If you obtain the ESTA Token, you own the cryptographically secured token that is associated with the ESTA Token that can be viewed on the blockchain. You do not own any intellectual property rights in such token, or in any image or other media that is associated with the ESTA Token. All intellectual property rights in such images and other media are the sole property of Establishment Labs or its third party licensors.

Our obligation

We agree to transfer the ESTA Token to the digital asset wallet address that you input into our patient portal. We are not responsible for the ESTA Token following such transfer to your chosen digital assets wallet, or for the operation of the blockchain or any marketplace on which the ESTA Token may be displayed.

Your obligations

In transferring the ESTA Token, you are solely responsible for providing the correct address of your digital asset wallet for the purposes of such transfer. You warrant that you shall not transfer to third parties who are not authorized to receive the ESTA Token without such third party’s prior consent, and you acknowledge that once transferred to such third party the ESTA Token cannot then be transferred to another digital asset wallet.

Limitation of liability

In no event shall Establishment Labs, its affiliates and service providers, or any of their respective officers, directors, agents, joint venturers, employees or representatives, be liable for any liability, costs, or other losses:

  1. arising out of or in connection with minting, storing, transferring or use of the ESTA Token;
  2. that were not caused by material breach on the part of Establishment Labs;
  3. that arise from any failure or abnormal behaviour of software (e.g. any smart contracts), blockchain technology, or any other failures of, or inherent to, digital assets; or
  4. to the extent that such losses may be excluded under applicable laws, whether based in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, except to the extent that such losses were a result of our gross negligence, fraud, wilful misconduct or intentional violation of law.

Any warranties related to the ESTA Tokens, including fitness for any particular purpose, are excluded to the fullest extent permitted under law.

Changes to these terms

Establishment Labs reserves the right to update or modify these terms and conditions at any time without prior notice. For this reason, we encourage you to review this Agreement each time you use this Site.

Governing law and jurisdiction

Any claim relating to these terms and conditions or the ESTA Tokens are governed by the laws of Costa Rica. You consent to personal jurisdiction in Costa Rica, for any action arising out of or relating to these terms and conditions or the ESTA Tokens. Such courts shall have exclusive jurisdiction over all such actions. The United Nations Convention on Contacts for the International Sale of Goods does not apply to this Agreement.

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