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Terms of Use

1. PREAMBLE

IDONEUS International AG is a corporation incorporated under the laws of Switzerland, duly registered under the commercial register number CHE-437.383.973 and domiciled at Baarerstrasse 12, 6300 Zug in Switzerland.

IDONEUS is a member of the self-regulatory organization (SRO) “Financial Services Standards Association” (“Verein zur Qualitätssicherung von Finanzdienstleistungen” – VQF), which has been recognized by the Swiss Financial Market Supervisory Authority (“FINMA”).

These Terms exist and are to be read, understood and accepted in conjunction with IDONEUS’ Privacy Policy, Risk Disclosure and KYC/AML/CFT Policy.

2. PURPOSE AND SCOPE

These Terms of Use (“Terms”) govern the business relationship between the Client and IDONEUS (“Business Relationship”) and are subject to any special agreements between the Client and IDONEUS. These Terms are legally binding. Please read them carefully before accessing and using the Systems. Access to and use of the Systems shall be subject to the User’s compliance with all provisions set forth in these Terms. This document comes into force upon its publication. Words in the singular include the plural, and vice versa, those in masculine also include feminine.

By accessing or using this website, platform, desktop or mobile application, and all other digital and online systems (collectively called the “Systems”), and the Services provided thereon, you hereby accept and agree to comply with these Terms. You acknowledge that these Terms constitute a binding agreement between you and IDONEUS that governs your access to and use of the Systems, which includes any images, text, illustrations, designs, icons, photographs, programs, music clips, downloads, systems and methods of trading, video clips, graphics, user interfaces, visual interfaces, information, data, tools, products, written materials, services and other content (together, “Content”), including but not limited to the design, structure, selection, coordination, expression and arrangement of the Content available on or through the Systems.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SYSTEMS. EACH TIME YOU USE THE SYSTEMS, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS IN CURRENT FORM. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE SYSTEMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SYSTEMS. THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. PLEASE READ IT CAREFULLY.

BY REGISTERING AND/OR MAINTAINING AN ACCOUNT AND/OR ACCESSING AND/OR USING OUR SYSTEMS YOU ACKNOWLEDGE THAT (I) YOU HAVE READ AND UNDERSTAND YOUR OBLIGATIONS AND RIGHTS UNDER THE TERMS AND AGREE AND ACKNOWLEDGE THAT THIS TERMS OF USE, THE PRIVACY POLICY, RISK DISCLOSURE AND KYC/AML/CFT POLICY WILL COMPRISE THE FULL TERMS AND CONDITIONS OF THE YOUR RELATIONSHIP WITH IDONEUS; (II) YOU AGREE THAT YOU ARE FULLY RESPONSIBLE FOR MAKING ALL DECISIONS AS TO TRANSACTIONS EFFECTED THROUGH YOUR ACCOUNT; (III) YOU ARE AWARE OF THE RISKS ASSOCIATED WITH USAGE OF VIRTUAL ASSETS; (IV) YOU ASSUME ALL RISKS RELATED TO THE USE OF YOUR ACCOUNT AND USAGE OF VIRTUAL ASSETS; (V) IDONEUS SHALL NOT BE LIABLE FOR ANY SUCH RISKS OR ADVERSE OUTCOMES; AND (VI) YOU DECLARE THAT YOU HAVE CONSIDERED THE FOREGOING FACTORS AND IN VIEW OF YOUR PRESENT AND ANTICIPATED FINANCIAL RESOURCES, YOU ARE WILLING AND ABLE TO ASSUME THE SUBSTANTIAL FINANCIAL RISKS OF USING VIRTUAL ASSETS.

YOUR COMPLIANCE WITH THESE TERMS AND ALL OTHER RULES, PROCEDURES, POLICIES, TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE SYSTEMS IS A CONDITION TO YOUR RIGHT TO ACCESS THE SYSTEMS. YOUR BREACH OF ANY PROVISION OF THESE TERMS OR OTHER RULES, PROCEDURES, POLICIES, TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE SYSTEMS WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SYSTEMS AND YOU WILL BE FULLY LIABLE FOR CONVERSION, MISAPPROPRIATION, TRESPASS TO CHATTELS AND ALL OTHER CLAIMS AND CAUSES, REGARDLESS OF THE IDENTITY OF CLAIMANT OR INJURED PARTY, ARISING FROM OR RELATING TO YOUR CONTINUED USE OF THE SYSTEMS AFTER SUCH BREACH.

Please note: Clause 29 (Applicable Law and Venue) of these Terms contains a jurisdiction clause that applies to all Users. It has an impact on how disputes with IDONEUS are resolved. By accepting these Terms, you agree to this jurisdiction clause. Please read it carefully.

3. DEFINITIONS

“IDONEUS” refers to IDONEUS International AG, a company incorporated under Swiss Law with its registered office in Zug, Switzerland. IDONEUS International AG is the issuer of the IDON Token (“Issuer”) and the operator of the “Systems”. “IDONEUS” may also refer to, and these Terms are valid for, subsidiary entities owned and operated by IDONEUS International AG and for the IDONEUS group of companies (parent, sister and other affiliated companies), except where IDONEUS International AG is explicitly mentioned in these Terms. Throughout this document IDONEUS is sometimes referred to as “we” and “us”.

“Client” or “Clients“, “User” or “Users” shall mean both legal entities, partnerships, and individuals of legal age who have effectively opened a Business Relationship with IDONEUS and who are using, and/or intending to use, the Systems as Product Providers (“Sellers”) and/or Product Consumers (“Buyers”). This includes business associates, strategic partners and other third parties that have a Business Relationship with Idoneus. “Client”, “Clients”, “User” and “Users” are throughout this document often referred to as “you” and “your”.

“Systems” refers to the Idoneus Platform, which is the online platform for the trading and monetization of high value assets (“Products”), operated by IDONEUS, which includes the purchase, usage and sale of IDON Tokens, and enables access to the Services provided on the Systems. The usage of the Systems is subject to stringent regulations that includes international regulations on Anti-Money Laundering (AML) and Countering of Terrorism Financing (CTF). Within the context of these Terms, “Systems” also refers to all websites, mobile and desktop applications, and all other online and digital systems that are owned and operated by IDONEUS. The Systems enables you to provide and acquire Products, and to communicate and transact directly with all Parties, subject to section 9 of these Terms (User Registration).

“Services” are understood to be the services provided on the Systems as well as other services provided by IDONEUS. Within the context of these Terms, Services may include, but are not limited to: buying, selling, trading, renting, auctioning, monetizing or otherwise experiencing Products.

“Products” are understood to be the products available on the Systems. Within the context of these Terms, Products may include, but are not limited to: luxury assets, goods and services.

“Product Providers” refers to approved Clients that provide Products on / to the Systems, also referred to as “Sellers”.

“Product Consumers” refers to approved Clients that consume Products on / from the Systems, also referred to as “Buyers”.

“IDON Token” refers to the digital currency issued by IDONEUS, which is recognized as a Payment Token under the Swiss regulatory framework for digital currencies, and which may be used to pay for Products, Fees and Services on the Systems.

“Product NFT” refers to the digital representations that are generated for the Products on the Systems, using NFT token technology. These Product NFT’s are utilized for internal purposes on the Systems and within the IDONEUS Economy.

“Digital Currency”, “Digital Assets”, “Cryptocurrency”, “Crypto Assets” refers to a type of digital currency based on blockchain technology and shall for the purposes of these Terms be limited to payment tokens and utility tokens and shall include IDON Tokens and generally accepted cryptocurrencies (e.g. Bitcoin, Ether, etc.) as well as other forms of tokenized assets and all associated contracts and options for present or future delivery of such tokenized assets.

4. UPDATES TO THESE TERMS

IDONEUS reserves the right to change or modify these Terms, including but not limited to any policy or guideline of the Systems, at any time and at its sole discretion. IDONEUS will provide notice of these changes by posting the revised Terms to the Systems and changing the ‘Last Revised’ date at the top of the Terms, or by emailing Users (as this term is defined below) at their provided email addresses, or by any other means as determined by IDONEUS. Method of notification will be left to IDONEUS’ sole discretion. Using a particular form of notice in some instances does not obligate IDONEUS to use the same form in other instances. Any changes or modifications will be effective immediately upon posting the revisions to the Systems or at the instant that IDONEUS transmits the information to the Users (e.g. via email). These changes will apply at that instant to all then current and subsequent uses of the Systems. You waive any right you may have to receive specific notice of such changes or modifications.

Your continued use of the Systems acts as acceptance of such changes or modifications. If you do not agree to the Terms in effect when you access or use the Systems, you must stop using the Systems.

5. LIMITED RIGHT TO USE

Subject to Clause 10 of these Terms (User Registration), IDONEUS grants you a limited, non-exclusive and non-transferable right to use the Systems. Your right to use the Systems is subject to your agreement to abide by these Terms in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Systems. At any time and for any reason IDONEUS may revoke your right to use all or any portion of the Systems.

The access and right of use are non-exclusive and non-transferable. The Client shall not be entitled in any event to copy, modify, reproduce the software provided by IDONEUS nor to distribute it in any other way, except when explicitly allowed by IDONEUS. Exceptions may apply to certain parts of the software under open source licensing when explicitly announced by IDONEUS. The Client shall be liable to IDONEUS for any damage resulting directly or indirectly from any infringement of this provision.

6. GENERAL TERMS & CONDITIONS OF THE BUSINESS RELATIONSHIP

  1. User registration and identity verification (in accordance with Clause 10) is required for all Clients to create an account, buy IDON tokens and transact on the Systems.
  2. Client’s duty to provide information and cooperate:
    1. IDONEUS is entitled to request any type of information or documentation from the Client necessary or useful for the Business Relationship or the provision of the Services. Such information and documentation include, but are not limited to, personal details, nationality, (tax) domicile and the Client’s bank account details. They may further include information and documentation concerning the beneficial owner(s) or controlling person(s), as defined by applicable laws and regulations, in particular anti-money laundering and combating terrorist financing regulations.
    2. The Client shall notify IDONEUS immediately and in writing if any information or documentation necessary or useful the Business Relationship or the provision of the Services is incorrect or has changed.
    3. The Client shall cooperate and provide up-to-date contact information to avoid dormant accounts. For this purpose, the Client undertakes to take any appropriate measures to avoid a loss of contact. In case of continuing non-use of a Client’s account, IDONEUS reserves the right to deactivate the Client’s access to the Systems.
    4. The Client shall ensure that an event of bankruptcy, legal incapacity, death or declaration of presumed death of the Client is communicated to IDONEUS immediately. Any damages resulting from such occurrence and failure to inform IDONEUS shall be borne by the Client.
    5. If during ordinary business operations ambiguities arise, such as unusual errors, unexpected system behavior, irregularities or similar circumstances that may give rise to the suspicion of unusual or criminal behavior, the Client is obligated to inform IDONEUS immediately.
    6. The Client shall store all information and documents related to the Business Relationship carefully to prevent unauthorized third parties from accessing the Services.
    7. The Client shall implement and maintain with due care all appropriate security precautions with respect to the Systems and any communication channels used for the communication with IDONEUS . The Client shall ensure that the latest version of the IDONEUS mobile application is used. In addition, the Client shall protect its own information technology infrastructure, in particular its devices, software and networks, against electronic attacks and unauthorized use. 
  3. The Business Relationship or any rights and claims arising therefrom may not be assigned or transferred by the Client to a third party.
  4. Execution of Orders and provision of Services:
    1. The Client may engage IDONEUS to place and execute orders for buying or selling Products or IDON tokens (“Order[s]”).
    2. IDONEUS accepts and transmits and/or executes the Orders on an execution-only basis for the Client. The Client acknowledges and agrees that no communication between IDONEUS and the Client shall constitute investment advice regarding Crypto Assets or Products or investments therein and that IDONEUS has neither assessed the Client’s knowledge and experience nor its financial situation and investment objectives.
    3. IDONEUS shall execute the Orders in accordance with its internal standards of best execution and contractual duty of care. 
    4. IDONEUS aims to provide the Services and to process and execute the Orders within a reasonable timeframe. However, the Client acknowledges and accepts that delays may occur due to various reasons, including, but not limited to, the verification of execution requirements, origin of funds clarifications, ensuring compliance with laws and regulations or due to technical and operational reasons.
    5. The Orders are generally accepted and processed using the IDONEUS Systems. IDONEUS is under no obligation to execute the Orders placed by telephone, fax or other electronic means (e.g. e-mail). The Orders are deemed to be placed once they have been confirmed by IDONEUS via e-mail. The Orders placed outside the IDONEUS Systems will only be executed if IDONEUS, in its sole discretion, explicitly accepts such Orders. 
    6. The Client acknowledges that services involving fiat currencies may depend on the operating hours and other operational restrictions of the banks and other third parties involved by the Client or IDONEUS.
    7. The Client acknowledges and agrees that the Orders may not be executed due to market conditions and technical circumstances, such as, but not limited to, technical issues with internet service providers or other information technology infrastructure, or other situations outside of IDONEUS’ control (see Clause on Force Majeure).
    8. IDONEUS shall have the right to suspend, restrict or cease the provision of the Services in its sole discretion. Reasons for such suspensions, restrictions or ceases may include, but are not limited to, technical or operational reasons, or compliance with applicable laws and regulations (e.g. sanctions, embargos, anti-money laundering and combating terrorist financing regulations), standards of self-regulation, business or trade practices, IDONEUS’ contractual obligations or internal standards. Suspensions, restrictions and ceases may result in, but are not limited to, the termination or blocking of any account or assets or the refusal to accept funds from Clients. 
    9. IDONEUS shall have no responsibility if the Orders transmitted by the Client are inaccurate or incomplete or have not been received by IDONEUS. In this case, IDONEUS may execute such Orders based on the instructions actually received from the Client. IDONEUS may, in its sole discretion, correct inaccurate or incomplete Orders if deemed appropriate to execute them. The Client acknowledges and agrees to return to IDONEUS any erroneous payments or transfers of funds within three (3) business days.
  5. Change and discontinuation of Products and Services and of the support of Technologies:
    1. IDONEUS may decide which Products are supported and offered as part of the Services. IDONEUS may at any time discontinue Services in whole or in part, in particular, but not limited to, changing the range of Products available to Clients, including the acceptance of digital currencies, fiat currencies or other assets.
    2. The Client acknowledges and agrees that IDONEUS may at any time change or update the technology of the Systems and IDON token.
    3. The Client acknowledges and agrees that IDONEUS may at any time change or discontinue the usage or support of third party platforms and digital currency wallets.
  6. Any transactions involving IDON tokens will be executed through Smart Contracts on a Blockchain using a digital currency wallet like Cyberwallet, Metamask or other wallet. IDONEUS will have no insight into or control over these payments or transactions, nor does IDONEUS have the ability to reverse any transactions. With that in mind, IDONEUS will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via the Systems, the digital currency wallets or using the Smart Contracts, or any other transactions that you conduct via the Blockchain.
  7. Blockchain requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Blockchain network. The Gas Fee funds the network of computers that run the decentralized Blockchain network. This means that you will need to pay a Gas Fee for each transaction that occurs via the Systems.
  8. As between us, you will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority (collectively, “Taxes”) associated with your use of the Systems or purchasing the IDON Tokens or Products (including, without limitation, any Taxes that may become payable as the result of your ownership, transfer, or breeding of any of your assets). Except for any taxes directly levied on IDONEUS, you: (i) will pay or reimburse us for all national, federal, state, local, or other taxes and assessments of any jurisdiction, including value-added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (ii) shall not be entitled to deduct the amount of any such taxes, duties or assessments from payments made to us pursuant to these Terms of Use.
  9. It is the Client’s sole responsibility to be informed about and to comply with the applicable laws and regulations, including tax and anti-money laundering and combating terrorist financing regulations. The Client shall ensure that any representatives act in a fully compliant manner as well.
  10. VAT, taxes, duties and other fees. Product prices on the Systems do not include any applicable VAT, taxes, duties or other fees. These charges may be payable in applicable local fiat currency (such as USD, CHF, EUR) and may be charged directly by the Seller to the Buyer.
  11. Shipping policies. All Products are subject to the shipping policies of the Product Provider. 
  12. Returns and refunds policies. All Products are subject to the return and refund policies of the Product Provider.
  13. Warranties and guarantees. All Products are subject to the warranty and guarantee policies of the Product Provider.
  14. IDONEUS has the right to charge the Client for special expenses that have been caused by the Client, including, but not limited to, as a result of insolvency or bankruptcy proceedings, the enforcement of security interests or legal proceedings against the Client, Crypto Asset Events or the termination of the Business Relationship with the Client. The same applies if the Client transfers Crypto Assets or other assets, including fiat currencies, to IDONEUS by mistake, not supported by IDONEUS, on the wrong blockchain protocol or with incomplete information.
  15. Third-party benefits:
    1. In connection with the Business Relationship or the provision of the Services, IDONEUS may receive benefits of monetary or non-monetary nature from third parties and may grant such benefits to third parties, in particular for the introduction of Clients to IDONEUS (“Benefit[s]”). 
    2. IDONEUS shall inform the Client in an appropriate manner or through special agreements about the respective bandwidth and the method of calculation of such Benefits. The actual amount and the underlying calculation methods may vary depending on several factors.
    3. The Client acknowledges and agrees that receiving and granting Benefits may lead to conflicts of interest to IDONEUS. IDONEUS shall take all appropriate measures to prevent or mitigate disadvantages to the Client resulting from any potential conflict of interest.
    4. To the extent that Benefits are subject to a statutory or other obligation to pass on to the Client, the Client expressly waives such rights and acknowledges and agrees that IDONEUS may retain the Benefits, in whole or in part, as an additional compensation for the Services provided to the Client, irrespective of whether the Benefits are granted by affiliates of IDONEUS or by independent third parties. 
  16. KYC/AML
    1. Idoneus, as a financial intermediary, complies with the Federal Act on Combating Money Laundering and Terrorist Financing (Anti-Money Laundering Act of 10 October 1997, CC 955.0, “AMLA“).
    2. Idoneus strictly complies with its duties under the AMLA by taking all necessary measures, including:
      1. Verification of the identity of the client (Art. 3 AMLA);
      2. Verification of the identity of the beneficial owner (Art. 4 AMLA);
      3. Repetition of the verification of the identity of the client or the verification  of the identity of the beneficial owner (Art. 5 AMLA);
      4. Special duties of due diligence and clarification of the economic background and the purpose of a transaction or of a business relationship (Art. 6 AMLA);
      5. Duty to keep and retain records for a minimum of ten years (Art. 7 AMLA).
    3. The Client must provide Idoneus, spontaneously or upon request, with any information and document, allowing to identify and clarify the identity of the Client, the economic beneficiary (s) and the origin of the funds, at the beginning of the relationship or when conducting the repetition of the verification in compliance with the duties of Idoneus.
    4. The principles and procedures are set out in the KYC/AML/CFT Policy, which constitutes an integral part of these Terms. The current version of this Policy is accessible on IDONEUS’ website.
  17. Travel Rule:
    1. In accordance with the FINMA Guidance 02/2019 concerning the travel rule requirements (“Travel Rule”), IDONEUS has implemented a process to verify that Clients have the power of disposal over the external wallet address used for transfers to and from their IDONEUS accounts (“Proof-of-Ownership Process”). The Client acknowledges and agrees that IDONEUS will only execute transfer requests to or from verified external wallet addresses (“Whitelisted Wallet Address[es]”). 
    2. Transfers by the Client to a third-party exchange, custodian or hosted wallet may also be subject to a proof-of-ownership process implemented by such a third-party provider. In such cases, the withdrawal process is not within IDONEUS’ full control.
  18. Except where explicitly stated otherwise, amounts for Products, Services, Fees, etc are stated in IDON and the reference fiat currency is US Dollar (USD).

7. GENERAL TERMS & CONDITIONS FOR PRODUCT PROVIDERS (“SELLERS”)

  1. No agency, no partnership. If you choose to use the Systems and provide (sell) Products as a Product Provider on the Systems, your relationship with IDONEUS is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of IDONEUS for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of IDONEUS. IDONEUS International AG does not act as an agent in any capacity. IDONEUS does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Products. You acknowledge and agree that you have complete discretion whether to publish Products or otherwise engage in other business or employment activities.
  2. The Product Providers alone are responsible for their Products. When you provide a Product, you are entering into a contract directly with the Product Provider. IDONEUS International AG is not and does not become a party to any contractual relationship between you and the Product Consumer(s).
  3. Onboarding Products. When a new Product is onboarded to the Systems, a Product NFT is minted and transferred to the Seller’s wallet. This Product NFT serves to provide transparent and auditable transactions on the System, and is only usable on the Systems. Movement of the Product NFT is managed by smart contracts on the Systems.
  4. Purchases and payments:
    1. Price Offers. The Client understands and agrees that if a submitted Price Offer is accepted, this will result in the automatic reservation of the Product NFT from the Seller’s wallet.
    2. Purchase Requests. The Client understands and agrees that when a Purchase Request is submitted on the Systems this will result in the automatic reservation of the Product NFT from the Seller’s wallet.
    3. The reserved Product NFT will be automatically transferred to the Buyer’s wallet when the Purchase Request is accepted, or will be released back to the Seller’s wallet in case the purchase process is canceled.
    4. When a Purchase Request is accepted, the IDON amount, minus the agreed fees for Idoneus, will be automatically transferred to the Seller’s wallet.
  5. IDONEUS fees.
    1. The Client hereby authorizes IDONEUS to debit the agreed fees, expenses, interests, charges, commissions, discretionary mark-ups or any other type of fee from its account when due and to credit its account to correct charges or for any other reason. Taxes, if applicable, shall be charged in addition.
    2. The amounts applicable are specified and communicated to the Client in the special agreements between the Client and IDONEUS.
    3. Transaction and Performance Fees will be deducted automatically from payments to the Client for completed purchase transactions.
  6. Unless explicitly otherwise agreed, the intellectual property rights of Products provided by the Product Provider, and Product-related Content provided by the Product Provider, remain the sole property of the Product Provider, until a purchase transaction has been completed, at which time these rights are transferred to the Buyer of the Product.

8. GENERAL TERMS & CONDITIONS FOR PRODUCT CONSUMERS (“BUYERS”)

  1. The Product Providers alone are responsible for their Products. When you purchase a Product, you are entering into a contract directly with the Product Provider. IDONEUS International AG is not and does not become a party to any contractual relationship between you and the Product Provider(s). 
  2. Parent, sister, subsidiary and otherwise affiliated companies of IDONEUS International AG may operate as Product Providers on the Systems.
  3. Purchases and payments:
    1. Price Offers. The Client understands and agrees that if a submitted Price Offer is accepted, this will result in the automatic reservation of IDON tokens from the Buyer’s wallet.
    2. Purchase Requests. The Client understands and agrees that submitting a Purchase Request on the Systems will result in the automatic reservation of IDON tokens from the Buyer’s wallet.
    3. The reserved IDON funds will be automatically transferred to the Seller’s wallet when the Purchase Request is accepted, or will be released back to the Buyer’s wallet in case the purchase process is canceled.
    4. When a Purchase Request is accepted, the Product NFT will be automatically transferred to the Buyer’s wallet.
  4. General purchase policies. All purchase transactions on the Systems are subject to the General Purchase Policies as displayed on each Product page.
  5. Product specific purchase policies.
    1. For certain Products which are listed for sale or rent, additional payment of fees in fiat (USD, CHF, EUR, etc) via bank transfer or other means may be required to complete a specific transaction. At times fiat payments are necessary to cover various third-party transaction expenses such as: applicable taxes, legal costs, inspections, as well as other potential costs that may be due such as: mortgage, loans, operational costs and other potential transaction expenses which are outlined on a case by case basis for each Product.
    2. Additional Product Specific Purchase Policies are displayed on each specific Product page.
  6. Shipping fees. Prices displayed for Products that require shipping do not include shipping fees. These are charged separately to the Buyer. Shipping fees may be charged directly by the Seller to the Buyer, and where applicable, these charges will be collected by the shipping carrier or your country’s local customs office upon delivery. 
  7. Products on the Systems are subject to change without notice. Errors will be corrected when discovered. Our Systems contain a large number of products and it is always possible that, despite our best efforts, some of the products listed on our Systems may be incorrectly priced, the quantity or availability of a product may have changed just prior to you placing your Order or other errors may be displayed on the product page. We will normally verify prices, availability and confirm there are no errors on the product page as part of our quality assurance procedures.
  8. We reserve the right to correct any errors, inaccuracies or omissions of a Product on the Systems. We reserve the right to rescind our acceptance and cancel your Order without penalty in the event there is an obvious and unmistakable error on the product page, in our reasonable discretion.
  9. IDONEUS is under no obligation to provide the Product to you at the incorrect price.
  10. On occasion, you may be able to submit your Order for processing, but your Order is subsequently canceled due to unavailability of the Product. You acknowledge that Products may sell quickly and there may be a short period of time after an Order has been submitted, but where the Product is no longer available. You agree that we may cancel your Order without penalty.

9. GENERAL TERMS & CONDITIONS FOR IDON TOKENS, TOKEN BUYERS, TOKEN HOLDERS

  1. IDON Tokens are a digital currency issued by IDONEUS, which is recognized as a Payment Token under the Swiss regulatory framework for digital currencies by FINMA (financial market regulator in Switzerland), and may only be used to pay for Products, Fees and Services on the Systems.
  2. IDON Tokens do not represent any claim for repayment of a monetary sum against the Issuer, nor have persons or entities holding Tokens (“Token Holders”) any claim against the Issuer for payment of interests or for sharing of profits generated by the Issuer.
  3. Token Holders do not have voting rights or the ability to influence the Issuerʼs decisions. 
  4. The IDON Token is a payment token, which does not substantiate any debt claim against the Issuer and comprises any other rights but the right to use and have access to the Idoneus Platform and its Services via the IDON Token, thus no further rights, neither vis-à-vis the Issuer nor third parties, in particular no participation or membership rights, no voting rights, no dividend rights, no subscription rights. 
  5. IDON Tokens do not represent an investment or a share in any company or IDONEUS.
  6. Token Holders have no right to return acquired IDON Tokens to the Issuer for a refund. Restitution of IDON Tokens to the Issuer and repayment of the purchase price by the Issuer are explicitly excluded.
  7. The acquisition of IDON Tokens is suitable only for experienced persons who are in a position to evaluate the risks, including the risks related to the underlying technology, and who have sufficient resources to be able to bear any losses, including a complete loss, which may result from such acquisition. Before acquiring any IDON Tokens, prospective buyers should specifically ensure that they understand the structure of, and the risks inherent to, the IDON Tokens.
  8. Prior to the acquisition of IDON Tokens, persons should independently assess any possible risks, seek advice with respect to the economic, legal, regulatory and tax implications of the purchase of IDON Tokens and should consult with his/her own investment, legal, tax, accounting or other advisors to determine the potential benefits, burdens, risks and other consequences of a purchase of IDON Tokens.
  9. For more information, please refer to the Risk Disclaimer that is available on the IDONEUS website.

10. USER REGISTRATION, ACCEPTANCE AND ACCESS

  1. You must register an account (“IDONEUS Account”) to access and use the Systems, and to engage the Services provided thereon. When registering an IDONEUS Account to enable transactions through the IDONEUS Systems, the Client has to complete the registration and relationship acceptance procedures. The Client must be duly accepted. The Acceptance Procedure is defined exclusively by IDONEUS.
  2. Account for Legal Entity. If you are registering an IDONEUS Account for an organization, company, business or other legal entity, you represent and warrant that you have the authority to legally bind such an entity and grant us all permissions and licenses provided in these Terms.
  3. International Restrictions. The Client understands that IDONEUS complies with international restrictions, such as: (i) any state, country or other jurisdiction that is sanctioned and/or embargoed by the United States of America, the United Nations, the United Kingdom, the European Union and/or Switzerland; (ii) a jurisdiction where it would be illegal according to local law or regulation for you to purchase digital currencies; or (iii) where the distribution and sale of digital currencies is prohibited or contrary to local law or regulation, or could subject IDONEUS to any local registration, regulatory or licensing requirements.. The Client, therefore, accepts that IDONEUS may decline a registration and/or relationship and/or transactions with Clients who fall under such restrictions. The content of the IDONEUS Systems is not, under any circumstance, intended to be used by, or distributed to Clients resident in a country which is restricted.
  4. Provision of cross-border Services (local restrictions). The Client confirms to have taken the required steps to open an IDONEUS Account on his own initiative and that IDONEUS did not approach him in this regard; if this is not the case, the Client undertakes not to finalize the registration. The Client shall request information on other Services provided by IDONEUS to which he has not yet subscribed. IDONEUS shall decide at its sole discretion whether or not to communicate such information to the Client. The Client is aware that IDONEUS may not be able to provide him with all or some of its Services and/or Products based on his place of residence and/or status. 
  5. Similarly, the Systems may not be accessible based on the Client’s place of residence. This applies in particular to Clients resident in a country where the purchase and sale of specific Products contained on the Systems contravenes laws in that country. The Client is obliged to inform IDONEUS of any change in place of residence or status which could affect the provision of Services and/or Products by IDONEUS. Unless otherwise indicated by IDONEUS, the Products and Services published on the IDONEUS Systems or sent to the Client shall not be construed as constituting an offer.
  6. Account Creation. In Order to engage in any Services on the Systems, the Client must create an IDONEUS Account and provide all requested information to IDONEUS. When an IDONEUS  Account is created, the Client agrees and warrants to:
    1. create a strong password, following IDONEUS  instructions, which is used exclusively for the IDONEUS  Account.
    2. provide complete, accurate and current information during and after the registration process. 
    3. keep your IDONEUS Account and public IDONEUS Account profile page information up-to-date at all times. Solely and explicitly you are responsible for maintaining the information, confidentiality and security of your IDONEUS Account and may not disclose your credentials to any third party. 
    4. immediately notify IDONEUS if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your IDONEUS Account. 
    5. solely and explicitly you are liable for any and all activities conducted through your IDONEUS Account. You take responsibility for all activities that occur under the IDONEUS Account and accept all risks of any authorized or unauthorized access to the IDONEUS Account, to the maximum extent permitted by law.
  7. User Device, Username and Password. In order to access the Systems, the Client is required to create security details, including a username and password. The Client is responsible for keeping the electronic device through which he accesses the Systems safe and maintaining adequate security and control of any and all security details used to access the Systems. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic devices and ensuring that such electronic devices are encrypted, and password protected. Any loss or compromise of the Client’s electronic device or security details may result in unauthorized access to the IDONEUS Account by third-parties and the loss or theft of any Digital Assets and/or funds held in the IDONEUS Account and any associated accounts.
  8. Any person logging onto the Systems by entering the correct email/username and personal password or identifying himself to IDONEUS as an IDONEUS Account authorized person by giving the correct email/username and personal password shall have access to the Systems. The Client shall be obliged to keep the password secret at all times, to keep it out of reach of third parties and to protect it from misuse. The Client is advised to change the password regularly. The Client shall bear sole responsibility for any consequences of the loss or misuse of his email/username and/or password. IDONEUS shall not be liable for any damage resulting from the loss or misuse of the Client’s email/username and/or password. Except for gross negligence on the part of IDONEUS, any loss or damage arising from invalidity or undiscovered fraud shall be borne by the Client. The Client undertakes to inform IDONEUS immediately if the IDONEUS Account needs to be blocked or the email/username and/or password need to be blocked or replaced. At its discretion, IDONEUS may require additional levels of identification, such as 2-Factor-Authentication.
  9. Any person verifying his identity in accordance with the above shall be considered entitled to use the Systems. IDONEUS shall be entitled to assume that transactions and instructions arising in this manner have been duly approved and issued by the Client and/or authorized persons.
  10. Account Security Incidents. If the Client suspects that his IDONEUS Account or any of the security details have been compromised or the Client becomes aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting the IDONEUS Account and/or IDONEUS (together a “Security Breach”), the Client must notify IDONEUS as soon as possible by email at support@idoneus.io and continue to provide accurate and up to date information throughout the duration of the Security Breach. The Client must take all steps that are reasonably required to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may lead to the loss of Digital Assets maintained on the IDONEUS Account. IDONEUS does not assume any responsibility for any loss that Client may sustain due to the compromise of their login credentials due to no fault of IDONEUS.
  11. User Identity. It is technically impossible for IDONEUS to determine with certainty whether any User registered with IDONEUS is in fact the person he or she represents to be. Therefore, IDONEUS assumes no liability for the actual identity of a User. Each User is solely responsible for checking the actual identity of another User.
  12. One Account. You may not register more than one (1) IDONEUS Account unless IDONEUS authorizes you to do so. You may not assign or otherwise transfer your IDONEUS Account to another party.
  13. Joint Accounts. The Client is not allowed to share the account with another individual or entity.
  14. Access Credentials. IDONEUS may enable features that allow you to authorize other Users or maybe even certain third parties to take certain actions that affect your IDONEUS Account; such as but not limited to Users to link their IDONEUS Accounts to businesses, services and take actions for those businesses and services, or IDONEUS may enable Users to add other Users to help manage their Services. These features do not require that you share your credentials with any other person. No third party is authorized by IDONEUS to ask for your credentials, and you shall not request the credentials of another User.
  15. Data Provision. Data and/or information provided by the Users for other Users shall only be made available by IDONEUS if this data and/or information do not violate any laws and regulations. IDONEUS reserves the right to remove any data or information from the Systems which is illegal or prohibited or which does not meet the ethical standards or aims of IDONEUS. IDONEUS also reserves the right to remove Users that breach any obligation set forth in section 5 hereafter (User’s Representations and Warranties).
  16. User Verification and Acceptance Procedure. IDONEUS is a member of the Verein zur Qualitätssicherung von Finanzdienstleistungen (“VQF”). The VQF is the leading, largest, officially recognised self-regulatory organization (hereinafter: “SRO”) in Switzerland, pursuant to the Federal Act of 10 October 1997 on the combating of money laundering and the prevention of the financing of terrorism in the financial sector. Association under the terms of Art. 60 et seq. of the Swiss Civil Code (SCC), recorded in the Commercial Register of the Canton of Zug and enjoying the official recognition of the Federal Financial Market Supervisory Authority (FINMA) as an SRO pursuant to Art. 24 AMLA. The VQF SRO exercises legally prescribed supervisory functions towards its members. As a member of VQF, IDONEUS is subject to provisions on Anti Money Laundering (AML) under the laws of Switzerland, which are in accordance with the FATF recommendations. Switzerland is a member country of the Financial Action Task Force FATF). 
  17. By agreeing to our Terms, you acknowledge and understand that IDONEUS may maintain verification levels which require User participation and verification in Order to obtain, with leveled permissions based on User-supplied information, our ability to verify it, and our internal policies. You accept that you may not be able to achieve a desired level of verification, and IDONEUS reserves the right to determine, at its sole discretion, the appropriate verification level and criteria for any User, as well as the right to downgrade Users without prior notice. IDONEUS may, from time to time, implement policies restricting verification levels and criteria by nationality, country of residence, or any other factor. This may affect your ability to utilize the Services and to purchase, transact or withdraw Tokens and you agree to indemnify, defend and hold harmless IDONEUS against any losses associated with an inability to utilize the Services and to purchase, transact and/or withdraw Tokens based on the verification level assigned by IDONEUS to your Account. You are obliged to cooperate with the required KYC, AML and CFT procedures. Failure to comply will lead to the discontinuation of the business relationship. Please refer to the KYC/AML/CFT Policy for detailed information.
  18. Documentation. During the Acceptance Procedure, IDONEUS will request documentation and/or information (e.g. through a form) from the Client. The Client must provide IDONEUS with all documents and information promptly and accurately. The Client accepts that delays to provide the required documents and/or information may delay the Acceptance Procedure. IDONEUS shall request additional information and/or documentation when deemed necessary to clarify any doubts relating to the Client’s identity, the purpose of the relationship and/or related to any other topic. The Client accepts that depending on the verification level chosen, IDONEUS may request further information and documents. The Client acknowledges that the deliberate provision of false information during the Acceptance Procedure is liable to prosecution according to Art. 251 Swiss Criminal Code (document forgery). IDONEUS is not, under any circumstance, obliged to return the documents provided by the Clients for the Acceptance Procedure.
  19. Acceptance. IDONEUS reserves the right to unilaterally accept or reject potential Clients without giving reasons in accordance with its own internal rules, as well as international Anti-Money Laundering and Countering of Terrorism Financing regulations and guidelines.
  20. Blocking access. IDONEUS reserves the right to block the Client’s access at any time, without explanation and without notice, to the extent it deems such blockage appropriate. The Client may at any time request IDONEUS to block its IDONEUS Account with immediate effect. The blockage can only be revoked by the Client in writing.
  21. Outsourcing. IDONEUS reserves the right to outsource all or part of its activities under its monitoring and its own responsibility, with respect to the applicable legal and regulatory provisions in this regard. IDONEUS is thus authorized to call on the assistance of group entities or independent companies. Where information regarding the Client is communicated to an external service provider or another group entity, this is covered by the rules on data protection.

11. USER’S REPRESENTATIONS AND WARRANTIES

  1. By accessing or using the Systems, you represent and warrant that you are at least 18 years old and have not previously been suspended or removed from the Systems.
  2. You also represent and warrant that you are not a resident of a Restricted Country, State or Territory, or Person as listed by the sources below. The list of Restricted locales is subject to change at any time. In the event a locale becomes Restricted, IDONEUS will provide Users residing in that area with notice via email, a notification on our Systems, or other means as we deem necessary, regarding their access to the Services.:
    1. FATF Monitored Jurisdictions
    2. FATF High Risk Jurisdictions
    3. Swiss Federation / SECO 
  3. You represent and warrant that you are not:
    1. located in, under the control of, or a national or resident of any country to which Switzerland, the EU, United Kingdom or the United States has embargoed goods or services,
    2. identified as a ”Specially Designated National,” or
    3. placed on the U.S. Commerce Department’s Denied Persons List.
  4. In addition, you represent and warrant that:
    1. all of the data provided for registration is accurate and complete;
    2. you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms;
    3. you have not and you will not enter into any agreement or perform any act which might contravene the purposes and/or effects of these Terms; and
    4. you will not delete any Content (as this term is defined below).
  5. You further represent and warrant that you will not use the Systems if the laws of your country prohibit you from doing so in accordance with these Terms. Furthermore, you shall comply with all applicable legislation and respect all third-party rights.
  6. You also represent and warrant that you are the legal and rightful owner of the cryptocurrency wallet that you may connect to the Systems, the cryptocurrencies that may reside on that wallet and the cryptocurrencies that you may send and receive on that wallet.
  7. You hereby certify to us that all Tokens used by you in connection with the Systems are either owned by you or that you are validly authorized to carry out transactions using such Tokens, and that all transactions initiated with your Account are for your own Account and not on behalf of any other person or entity.
  8. Finally, you represent and warrant that you will not be using the Systems for any illegal activity, including but not limited to illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data or the financing of terrorism, or other violent activities.
  9. Notwithstanding the foregoing, IDONEUS may not make the Systems, in whole or in part, available in every market, either in its sole discretion or due to legal or regulatory requirements, depending on the User’s location.
  10. Damage resulting from the Client’s lack of legal capacity shall be exclusively borne by the Client. In any event, the Client shall bear any damage resulting from lack of legal capacity on the part of other third parties having access to the Client’s IDONEUS Account.

12. USER CONDUCT AND OBLIGATIONS

In connection with your use of the Systems, the Services and in addition to the list of Clause 10 of these Terms (User’s Representation and Warranties), you will not:

  1. Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member through your use of the Services;
  2. Provide false, inaccurate, incomplete or misleading information;
  3. Infringe upon IDONEUS’ or any third party’s copyright, patent, trademark, or intellectual property rights;
  4. Distribute unsolicited or unauthorized advertising or promotional material, any junk mail, spam, or chain letters;
  5. Use a web crawler or similar technique to access our Systems, the Services or to extract data,
  6. Reverse engineer or disassemble any aspect of the Systems or Services in an effort to access any source code, underlying ideas and concepts, and algorithms;
  7. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;
  8. Transmit or upload any material to the Systems that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
  9. Otherwise attempt to gain unauthorized access to the Systems, other IDONEUS accounts, computer systems or networks connected to the Systems, through password mining or any other means; or
  10. Transfer any rights granted to you under these Terms.
  11. Holders of IDON tokens acknowledge and agrees that he/she is not permitted to create, launch or otherwise participate in any IDON-derived commercial model or product (such as a listing on a DEX (Decentralized Exchange), creating LP’s (Liquidity Pools), etc. unless said model or product has been explicitly approved by IDONEUS by making reference to such approval on its corporate website. Token Holders acknowledge that the breach of this Clause can create an extraordinary burden to IDONEUS, its business model and other Token Holders.

13. DISCLAIMER OF IDONEUS’ WARRANTIES, INDEMNIFICATION AND EXCLUSION OF LIABILITY AND RESPONSIBILITY

  1. IDONEUS provides no warranty and makes no representations of any kind regarding: (i) the Digital Assets; (ii) accuracy or completeness of the content; (iii) the results to be obtained by Clients of the Systems; or (iv) any third party Products or content accessible on or through the Systems.
  2. IDONEUS, including its directors, agents, employees or service providers, except to the extent required by current laws and/or regulations: (i) disclaims any and all express or implied warranties and conditions, including, but not limited to, warranties and conditions as to nature and suitability for a particular purpose; and (ii) does not warrant that the Systems, any content (including any third party content), goods and services referred to therein will be free of error, interruption; that defects will be corrected or that IDONEUS’s websites, the Systems, the servers from which they are available or any connected website is free of viruses, trojan horses, worms, software bombs or similar elements or processes or other harmful components. In order to safeguard against viruses and other malwares, IDONEUS advises its Users to use up-to-date versions of operating systems, browsers and to install and continuously update antivirus, firewall, and other security software. Clients should strictly avoid opening emails of unknown origin or unexpected e-mail attachments.
  3. BY USING THE SYSTEMS, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE SYSTEMS AND RELATED SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. NEITHER IDONEUS NOR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, DESIGNERS, CONTRACTORS, DISTRIBUTORS, MERCHANTS, SPONSORS, LICENSORS OR THE LIKE (COLLECTIVELY, “ASSOCIATES”) WARRANT THAT USE OF THE SYSTEMS OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER IDONEUS NOR ITS ASSOCIATES WARRANT THE ACCURACY, INTEGRITY, COMPLETENESS, AVAILABILITY OR TIMELINESS OF THE PRODUCTS AND CONTENT PROVIDED IN THE SYSTEMS OR THE MATERIALS OR SERVICES OFFERED IN THE SYSTEMS NOW OR IN THE FUTURE. IDONEUS AND ITS ASSOCIATES SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THE SYSTEMS , INFORMATION ON THE SYSTEMS OR THE RESULTS OBTAINED FROM USE OF THE SYSTEMS OR RELATED SERVICES.
  4. TO THE EXTENT PERMITTED BY LAW, IDONEUS OR ITS ASSOCIATES WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, COMMUNICATIONS LINE FAILURE, INTERNET FAILURE OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE Systems, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF IDONEUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
  5. TO THE FULLEST EXTENT PERMITTED BY LAW AND SAVE AS PROVIDED ABOVE, NEITHER IDONEUS INTERNATIONAL AG NOR ANY ASSOCIATED COMPANY SHALL BE LIABLE TO USERS BY REASON OF ANY REPRESENTATION, OR ANY IMPLIED WARRANTY, CONDITION OR OTHER TERM, OR ANY DUTY AT COMMON LAW, OR UNDER THE EXPRESS TERMS OF THE CONTRACT, OR IN NEGLIGENCE (WHETHER ON THE PART OF IDONEUS INTERNATIONAL AG OR ANY OF ITS MEMBERS, AGENTS, DIRECTORS, EMPLOYEES OR OTHERWISE) FOR ANY INDIRECT SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR LOSS OF SAVING), COSTS, EXPENSES OR OTHER CLAIMS FOR COMPENSATION WHATSOEVER WHICH ARISE OUT OF OR IN CONNECTION WITH THE USE OF THIS SYSTEMS, THE SUPPLY OF THE PRODUCTS OR THEIR USE OR RESALE BY YOU.
  6. Any Content downloaded or otherwise obtained through the Systems is done at your own discretion and risk and you are solely responsible for any damage to your computer or other electronic system or loss of data that results from the download of any such Content. The foregoing limitation of liability will apply in any action, whether in contract, tort or any other claim, even if an authorized representative of IDONEUS has been advised of or should have knowledge of the possibility of such damages.
  7. You agree to indemnify, defend and hold IDONEUS, its affiliates and service providers, and each of their respective officers, directors, agents, joint ventures, employees, and representatives, harmless from any claim or demand (including attorneys’ fees and costs and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of these Terms, (ii) your use of the Systems, or (iii) your violation of any law, rule, or regulation, or the rights of any third party.
  8. Moreover, you acknowledge, accept and agree that:
    1. IDONEUS has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Products, (ii) the truth or accuracy of any Products, or other User content, or (iii) the performance or conduct of any User. IDONEUS does not endorse any User or Products. Any references to a User being “verified” (or similar language) only indicate that the User has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by IDONEUS about any User, including of the User’s identity or background or whether the User is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to use the Systems or to use other services, accept a booking or request from a User, or communicate and interact with other Users, whether online or in person.
    2. To promote the Systems and to increase the exposure of Services (together, “Promotion”), Promotion and other User content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. 
    3. To assist Users who speak different languages, Services and other User content may be translated, in whole or in part, into other languages. IDONEUS cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations. The Systems may contain translations powered by Google or other third party translation services. IDONEUS disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement. For more information, please refer to the Translation Disclaimer that is available on the IDONEUS website.
    4. Due to the nature of the internet and other electronic means, IDONEUS cannot guarantee the continuous and uninterrupted availability and accessibility of the Systems. IDONEUS may restrict the availability of the Systems or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Systems. IDONEUS may improve, enhance and modify the Systems and introduce new services or tools or applications from time to time.
    5. IDONEUS does not act or serve as a broker, intermediary, agent, or advisor with respect to any transaction you make or propose to make using the Services and owes you no fiduciary duty.
    6. An investment in, and acceptance of any digital currency involves risks. These risks may include, among others, market risk, liquidity risk, market volatility and economic, political and regulatory risks and any combination of these and other risks. The Client is aware that, while he may be able to access Digital Asset specific research reports and selection and advisory tools via the IDONEUS Systems (without being limited to computerized online services), the availability of such information and tools does not constitute, nor implies a recommendation or advice to buy or sell any of the Digital Assets mentioned therein. The Client’s decision shall be based solely on his own evaluation of his financial circumstances, objectives and risk appetite. The Client accepts that IDONEUS does not guarantee any performance of any Digital Asset. The Client accepts the inherent risks of buying, selling, holding and trading Digital Assets. Please refer to the Risk Disclosure for details about associated risks.
    7. The Client shall bear sole responsibility for all its transactions on the Systems. The data published or transmitted shall not represent an offer unless IDONEUS expressly indicates the contrary. The Client undertakes not to hold IDONEUS or any of its officers, directors, employees, agents, subsidiaries or affiliates liable for any trading losses or other losses caused by the Client’s decisions.
    8. The Client is aware and accepts that IDONEUS does not provide any tax or legal advice of any kind. The Client confirms that he is in compliance with the tax regulations of the country or countries in which he assumes fiscal responsibility. IDONEUS shall not verify the fiscal integrity of the Client and accepts no responsibility in this regard. The Client is aware that his use of the Systems may trigger tax consequences for him, including having to declare his asset portfolio, trades and profits to the competent tax authorities, and Client agrees that it is his responsibility to comply with all national and international tax laws applicable to his use of the Systems. The Client will, if need be, request advice from legal or tax experts.
    9. All existing or future statutory provisions, administrative regulations and other applicable regulatory requirements in the field of the provided Services, Products, data protection, money laundering and the operation and use of the Internet and any other provision or regulation governing the Services offered by IDONEUS are reserved and shall apply to the provision of IDONEUS’s Services as of their entry into force.
    10. IDONEUS assumes no responsibility for, and excludes liability to the fullest extent possible for any and all interactions and transactions with Product Providers that accept IDON as a means of payment, outside the IDONEUS Systems.
    11. As the operator of the Systems, IDONEUS International AG does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Products, nor is IDONEUS International AG an organizer or retailer of travel packages under Directive (EU) 2015/2302. 
  9. IDONEUS shall only be liable for intentional or gross negligent behavior and excludes all liability for any damages to the extent permitted by law. Any liability of IDONEUS for indirect or consequential damages, including loss of profit, is excluded.
  10. IDONEUS excludes all liability for any damages caused by its auxiliary persons caused by slight or gross negligence or intent to the extent permitted by law.
  11. IDONEUS shall not be liable for any damages or the materialization of risks due to events outside of IDONEUS’ control nor for damages caused by the Client, in particular due to any failure on the part of the Client to take measures to avoid or mitigate such damages. 
  12. Specifically, IDONEUS shall not be liable for damages, including indirect or consequential damages, including loss of profits, to the extent permitted by law, if such damages:
    1. result from delayed or non-executed Orders or instructions or from transfers of Crypto Assets to unannounced and unconfirmed wallet addresses;
    2. occur due to circumstances, both within and outside of IDONEUS’ control, that cause the Services to become unavailable, including routine maintenance;
    3. result from suspensions, restrictions or ceases of the provision of the Services;
    4. arise from transfers of fiat currencies and/or Crypto Assets made despite the lack of prior notification by the Client or confirmation of the transfer by IDONEUS;
    5. result from transfers of Crypto Assets to IDONEUS by mistake, not supported by IDONEUS, on the wrong blockchain protocol or with incomplete information about the Client;
    6. arise from any intended or unintended continued interaction with discontinued wallet addresses;
    7. occur due to the fact that the Client has not complied with the requirements of the Proof-of-Ownership Process pursuant Section 20;
  13.  The Client shall indemnify, hold harmless and defend IDONEUS against any and all third-party claims, including, but not limited to, the payment of all costs and expenses incurred (e.g. lawyer’s fees) in connection with the Client’s violation of the Terms, any special agreement between the Client and IDONEUS or applicable laws and regulations.

14. RESTRICTIONS ON SPECIFIC ASSETS, GOODS AND SERVICES

  1. Clients ordering alcohol, tobacco or other Products from IDONEUS confirm to be of legal age and be legally permitted to make the purchase, in accordance with their local laws and regulations.
  2. IDONEUS International AG and affiliated companies do not sell nor deliver embargoed or sanctioned assets, goods and services to Clients in countries that have levied such embargoes or sanctions.

15. PRIVACY POLICY AND DATA PROTECTION

  1. The Client acknowledges that IDONEUS will collect, store, use or otherwise process information. Personal data is any information that relates to an identified or identifiable individual or a legal entity under Swiss law, such as name, contact details, account number, beneficial owner and controlling person (“Personal Data”).
  2. If IDONEUS processes Personal Data, it shall take appropriate measures to ensure compliance with the applicable data protection laws and regulations. The principles applied in the processing of Personal Data are set out in the Privacy Policy, which constitutes an integral part of these Terms. The current version of the Privacy Policy is accessible on IDONEUS’ website.
  3. IDONEUS may be obliged to disclose data related to the Business Relationship with the Client, including data identifying or allowing to identify the Client (“Client Data”). By requesting and/or using the Services, the Client authorizes IDONEUS to disclose the relevant Client Data, if required, as well as any associated information to third parties, including authorities and group companies, to fulfill regulatory or legal requirements, to comply with requests from authorities or to safeguard IDONEUS’ legitimate interests.
  4. The Client acknowledges and accepts that IDONEUS may record, process, store, combine and analyze all communications without explicit prior notice. The Client further acknowledges and agrees that such recordings may be submitted as evidence in any proceedings related to a disputed instruction/transaction and for complying with statutory or regulatory requirements.
  5. In relation to the Services offered by IDONEUS, the Client hereby consents that IDONEUS may process Client Data with the purpose of creating profiles and contact the Client for advertising and marketing purposes.
  6. IDONEUS may collect certain aggregate and non-personal information when you visit the Systems through “cookie” technology. Cookies are bits of text that can be placed on your computer’s hard drive when you visit certain websites. Cookies may enhance your online experience by saving your preferences while you are visiting the Systems. The “help” portion of the toolbar on most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies. Remember, though, without cookies, you may not be able to take full advantage of all of the Systems features. Please visit our Privacy Policy and read it carefully.

16. OUTSOURCING AND CONFIDENTIALITY

  1. The Client acknowledges and agrees that IDONEUS may outsource operations and the provision of the Services in full or in part to group entities or third parties in or outside of Switzerland (“Outsourcing Partner[s]”) in accordance with applicable laws. Such Outsourcing Partners may themselves involve other third parties.
  2. Outsourcing may require Client Data as well as other data to be transferred to the relevant Outsourcing Partners and the third parties involved by them. The applicable confidentiality and data protection obligations shall apply equally to Outsourcing Partners and the third parties involved by them.

17. RISK DISCLOSURE

The Client fully acknowledges and accepts the risks inherent with the Services involving Blockchain and Crypto Assets. A non-exhaustive description of risks associated with Blockchain and Crypto Assets has been made available to the Client in the Risk Disclaimer, which constitutes an integral part of these Terms. The current version of the Risk Disclaimer is accessible on IDONEUS’ website. The risks mentioned are not exhaustive and, to the extent they are outside of IDONEUS’ control, IDONEUS excludes all liability permitted by applicable law.

18. CONFIDENTIALITY

  1. Confidentiality adherence by Clients. You must keep all facts and information confidential which are neither obvious nor generally accessible. In case of doubt, facts and information shall be treated confidentially. You undertake to take all reasonable possible economical as well as technical and organizational possible precautions to ensure that confidential facts and information are effectively protected against access and knowledge by unauthorized persons and devices.
  2. The obligation to maintain confidentiality already exists before using the Systems or your IDONEUS Account and continues after using the Systems or your IDONEUS Account. 
  3. You must impose the obligation of secrecy on your employees, subcontractors and other third parties involved, if any.
  4. Confidentiality adherence by IDONEUS. IDONEUS is committed to adhere to confidentiality and secrecy regulations. IDONEUS is aiming to observe the strictest discretion regarding business relationships with its Clients. The provided confidentiality remains valid, even after these relationships have ceased. The Client hereby releases IDONEUS from its duty of confidentiality insofar as this is necessary in Order to protect the Client’s and/or IDONEUS’s legitimate interests, in particular:
    1. in the event of supervisory or other competent authorities’ actions;
    2. in the event of legal action being instigated by the Client against IDONEUS;
    3. to secure IDONEUS’s claims or realize collateral provided by the Client or third parties;
    4. for the purpose of establishing interests in favor of a third party;
    5. for the purpose of collecting claims held by IDONEUS against the Client;
    6. in the event of accusations made by the Client against IDONEUS in public or before domestic or foreign authorities;
    7. for the fulfillment of regulatory obligations, for example as defined by FINMA and VQF for the fulfillment of AML requirements related to identity verification, transaction monitoring, observance of the “travel rule”, and the annual audit thereof;
    8. IDONEUS is explicitly authorized to share confidential information between IDONEUS’s legal entities, as well as disclose confidential information to fulfill its legal, administrative and/or statutory duties of disclosure.

19. CONFIDENTIALITY OF THE TRANSMISSION OF INFORMATION OVER THE INTERNET

The transmission of data or information (including communications by email) over the Internet or other publicly accessible networks may not always be secure, although IDONEUS utilizes PHP encryption, and is subject to possible loss, interception, or alteration while in transit. Accordingly, IDONEUS does not assume any liability, without limitation, for any loss or damage you may experience or costs you may incur as a result of any transmissions over the Internet or other publicly accessible networks, including but not limited to transmissions involving the Systems or email with IDONEUS containing your personal information. While IDONEUS will take commercially reasonable efforts to safeguard the privacy of the information you provide to IDONEUS and will treat such information in accordance with IDONEUS’ Privacy Policy, in no event will the information you provide to IDONEUS be deemed to be confidential, create any fiduciary obligations for IDONEUS, or result in any liability for IDONEUS in the event that such information is negligently released by IDONEUS or accessed by third parties without IDONEUS’ consent.

20. INTELLECTUAL PROPERTY RIGHTS

  1. Unless accompanied by an explicit statement to the contrary, content on the Systems is protected by copyright, database rights, or other intellectual property rights, and is the property of IDONEUS.
  2. Except if agreed in writing or to the extent necessary to use the Systems in accordance with these Terms or permitted by law, you shall not: (1) copy the Systems in whole or in part; (2) exploit any content of this Systems; (3) embed the Systems into other products; (4) remove or obscure any copyright notice of IDONEUS or any of its suppliers; (5) use any trademarks, service marks, domain names, logos, or other identifiers of IDONEUS or any of its third party suppliers; or (6) reverse engineer, decompile, disassemble, or access the source code of the Systems.
  3. Nothing on the Systems is designed to grant any license or right to use any image, trademark or logo. No act of downloading or otherwise copying from the Systems will transfer any legal entitlement to any software or material on the Systems to you. IDONEUS reserves intellectual property rights (such as copyright and trademark rights) to material on the Systems and will enforce such rights to the full extent of the law.

21. THIRD-PARTY CONTENT

References on the Systems and Services to any names, brands, products or services of third parties, or hypertext links to third party sites or information or content provided by third parties (together, “Third Party Content”), are provided solely as a convenience to you and do not in any way constitute or imply our endorsement, sponsorship or recommendation of the third party, its information, materials or services. We are not responsible for the practices or policies of such third parties, nor the Third Party Content of any third-party sites, and do not make any representations regarding third party materials or services, or the Third Party Content or accuracy of any material on such third-party sites. If you decide to link to any such third-party sites, you do so entirely at your own risk. Such Third-Party Content and its services (“Third Party Services”) may be subject to different terms and conditions and privacy practices. Links to such Third-Party Services are not an endorsement by IDONEUS of such Third-Party Services.

22. BLOGS AND SOCIAL NETWORKS

Certain areas within the Systems may allow you to participate in blog discussions and other forms of social networking. These blogs and social networks are accessible to other Users, and any information posted in such areas can be read, collected, shared, or otherwise used by other Users who access the Systems. You are solely responsible for any information you choose to submit in these forums.

23. COPYRIGHT OF FEEDBACK MATERIALS

You acknowledge and agree that any materials, including but not limited to questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or commentary you provide on our Systems or one of our social media accounts, regarding IDONEUS, the Systems or the Services (collectively, ‘Feedback’) that are provided by you, whether by email, posting to the Systems or otherwise, are non-confidential and will become the sole property of IDONEUS. IDONEUS will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

24. SYSTEMS SECURITY

  1. You may not violate or attempt to violate the security of the Systems. Tampering with any portion of the Systems, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Systems, whether or not through the use of agents, are prohibited and constitute a breach of these Terms.
  2. You are prohibited from violating or attempting to violate the security of the Systems, including, without limitation:
    1. accessing data not intended for you or logging onto a server or an account which you are not authorized to access;
    2. disabling, removing, defeating, or avoiding any security device or system, including, without limitation, any password and login functionality used to authenticate Users;
    3. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
    4. attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Systems, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;”
    5. sending unsolicited email, including promotions and/or advertising of products or services;
    6. forging any TCP/IP packet header or any part of the header information in any email or posting;
    7. using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Systems other than the search engine and search agents available on the Systems and other than generally available third-party web browsers;
    8. reverse engineering, decompiling or disassembling the underlying software;
    9. removing any notices, warnings, labels, annotations or instructions from any portion of the Systems or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; or
    10. otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Systems.
  3. Any violations of system or network security, including attempts to intentionally access a computer without authorization or exceed your authorized access level, may result in civil and criminal charges, including but not limited to charges under the Computer Fraud and Abuse Act (18 U.S.C. §1030) and the Directive 2013/40/EU of the European Parliament and of the Council on attacks against information systems. IDONEUS may investigate occurrences that might involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. We may, without prior notice or warning of any kind, restrict or terminate the access of any and all users to the Systems if we reasonably conclude that such restriction or termination is necessary to prevent, or prevent the further spread, of a virus, security breach or system malfunction.

25. NO OFFERS OR RELIANCE

The information on the Systems is provided for informational purposes only. No Content or other material on the Systems shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities or services of IDONEUS or any other issuer. Offers can only be made where lawful under, and in compliance with, applicable law.

IDONEUS makes no representations that transactions, Products or Services discussed on the Systems are available or appropriate for sale or use in all jurisdictions or by all investors. Those who access the Systems do so at their own initiative and are responsible for compliance with local laws or regulations.

While IDONEUS uses reasonable efforts to obtain information from reliable sources, IDONEUS makes no representations or warranties as to the accuracy, reliability or completeness of any information or document at the Systems obtained outside of IDONEUS. Certain information on the Systems may contain forward-looking statements, which reflect our views with respect to, among other things, our operations and financial performance. Such forward-looking statements are subject to various risks and uncertainties and speak only as of the date on which they are made. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from this indicated in these statements. You can identify these forward-looking statements by the use of words such as “outlook,” “indicator,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “anticipate,” “optimistic,” “intend,” “plan,” “estimate,” “aim,” “will” or the negative version of these words or similar expressions. IDONEUS undertakes no obligation to update publicly or revise any information on the Systems, whether as a result of new information, future developments or otherwise. Opinions and any other Contents at the Systems are subject to change without notice.

IDONEUS is not utilizing the Systems to provide investment or other advice, and no information or material at the Systems is to be deemed a recommendation to buy or sell any securities or is to be relied upon for the purpose of making or communicating investment or other decisions. In addition, no information, Content or other materials contained on the Systems should be construed or relied upon as investment, legal, accounting, tax or other professional advice or in connection with any offer or sale of securities. Any transactions listed on the Systems are included as representative transactions and are not necessarily reflective of overall performance.

IDONEUS does not advise on the tax consequences of any investment or purchase.

26. NO TRANSFERABILITY

While the account and the Services provided to a User are not transferable under any circumstance and shall be used only by the User, IDONEUS shall have the right to transfer, assign, or sell all the rights, benefits, or obligations to any person and these Terms shall continue to be in force and effect for the benefit of the successors and assigns of IDONEUS or its lenders, if any.

27. WARNING REGARDING WEB FRAUD AND PHISHING

Our name, brands and reputation may be misused by imposters and frauds publishing fake websites and engaging in “phishing” scams seeking personal or confidential information.

When communicating with IDONEUS through digital media, please:

  • Confirm you are visiting an IDONEUS authorized Systems.
  • Do not share your password and login ID with anyone, including anyone from IDONEUS. Certain IDONEUS Systems are private, available only to clients through secure log-in procedures. Apart from allowing you to use your password and log-in to enter the authorized Systems, IDONEUS will never ask you for your password or log in information. (If you forget your password or login, we will issue you new ones.)
  • Do not communicate or deal with personnel who are not affiliated with an authorized office. All authorized office locations are listed on our contact page. No other office locations are authorized offices of IDONEUS.
  • Do not send emails to anyone with an address other than authorized IDONEUS email addresses. IDONEUS only uses “@idoneus.io” for email addresses. IDONEUS does not permit our employees and authorized representatives to send or receive work related emails from personal accounts or any other address.

28. TERM AND TERMINATION OF USE, ACCOUNT DEACTIVATION AND CANCELLATION

  1. These Terms are effective immediately and entered into for an indefinite term until terminated by either you or IDONEUS. You may terminate these Terms at any time, provided that you discontinue any further use of the Systems. 
  2. We also may terminate these Terms, in our sole discretion, at any time and may do so immediately without notice, and accordingly deny you access to the Systems. 
  3. Upon any termination of these Terms by either you or us, you must promptly destroy all materials downloaded or otherwise obtained from the Systems, as well as all copies of such materials, whether made under these Terms or otherwise.
  4. IDONEUS may (a) suspend or terminate your access to the Systems, and (b) deactivate or cancel your Account as required by a valid subpoena or court Order, or if IDONEUS suspects you or others of using your Account in furtherance of illegal activity. 
  5. You will be permitted to transfer Tokens associated with your Account for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, or (ii) by a valid subpoena or court Order. 
  6. If any transaction is in a pending state at the time your Account is canceled or suspended, such transaction may be canceled and/or refunded as appropriate. 
  7. You may not cancel your Account if IDONEUS believes in its sole discretion that such cancellation is being performed in an effort to evade an investigation or avoid paying any amounts otherwise due to IDONEUS. 
  8. Upon cancellation of your Account, you authorize IDONEUS to cancel or suspend pending transactions and, after providing electronic notice to you, return the Tokens associated with such transactions to the wallet address you provide to IDONEUS. 
  9. In the event that you or IDONEUS terminates this agreement or your access to the Services, or deactivates or cancels your Account, you will remain liable for all amounts due hereunder.

29. APPLICABLE LAW AND VENUE

  1. These Terms are governed by and construed and interpreted in accordance with the substantive laws of Zug, Switzerland, excluding the conflict of law rules. The United Nations Convention for the International Sales of Goods (“Vienna Sales Convention”) is excluded.
  2. All disputes arising out of or in connection with these Terms shall be subject to the ordinary jurisdiction of the courts of Zug, Switzerland.
  3. IDONEUS reserves the right to take legal actions at the Client’s domicile or before any other competent court or authority. 

30. EFFECT ON OTHER AGREEMENTS

Nothing contained in these Terms is intended to modify or amend any other written agreement you may have with IDONEUS (including without limitation any client agreement, participation agreement or account agreement) (collectively, “Other Agreements”), if any, that may currently be in effect. In the event of any inconsistency between these Terms and any Other Agreement, the Other Agreement will govern. Some pages within the Systems contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms. In the event of a conflict, such supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.

31. SEVERABILITY WAIVER

If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Any delay or failure by IDONEUS to enforce any of its rights shall not constitute a continuing waiver of such rights.

32. INTEGRATION

The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms and any policies or operating rules posted by us constitutes the entire agreement and understanding between you and us and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

33. GOVERNING LANGUAGE AND TRANSLATIONS

You agree that these Terms, IDONEUS’ Privacy Policy, and other notices posted through the Systems have been drafted in English. Although translations in other languages of any of the foregoing documents may be available, such translations may not be up to date or complete. Accordingly, you agree that in the event of any conflict between the English language version of the foregoing documents and any other translations thereto, the English language version of such documents shall govern.

34. FORCE MAJEURE

When a delay or failure is caused by fires, strikes, labor disputes, riots, embargoes, sanctions, floods, bank failures, cryptocurrency market collapses or fluctuations, power and energy outages or failures, pandemics, acts of god or the state’s enemies, lawful acts of public authorities, any and all market movements, a server crash or an internet outage; computer, server, or network malfunctions; Internet disruptions, viruses, and mechanical failures (e.g. power outages); security breaches or cyber assaults; criminal acts; common carrier delays or cancellations; third party actions or omissions; any other delays, defaults. In the case of force majeure, IDONEUS is released from any and all performance obligations, and these Terms of Use shall be effectively terminated.

35. DISPUTE RESOLUTION AND ARBITRATION

  1. Informal negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating the arbitration. Such informal negotiations commence upon written notice from one Party to the other Party. 
  2. Governing Jurisdiction. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Zug, Switzerland, and the Parties hereby consent to and waive all defenses of lack of personal jurisdiction, and forum non-conveniens with respect to venue and jurisdiction in such state and federal courts. In no event shall any Dispute brought by either Party related in any way to the Systems and the IDON Tokens be commenced more than one (1) year after the cause of the action arose.
  3. Exceptions to the Informal Negotiations. The Parties agree that the following Disputes are not subject to the above provision concerning informal negotiations: (a) any Dispute seeking to enforce or protect, or concerning the validity of, and of the intellectual property rights of a Party, (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.
  4. All disputes arising out of or in connection with this contract shall be subject to the ordinary jurisdiction of the courts of Zug, Switzerland.
  5. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING OF ANY KIND ARISING OUT OF THESE TERMS OF SERVICE OR ANY TRANSACTION CONTEMPLATED HEREBY.
  6. YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. If a court or federal regulator with oversight over IDONEUS decides that applicable law precludes enforcement of any of this section’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and IDONEUS’ right to appeal the court’s decision. All other claims will be arbitrated.

36. QUESTIONS AND CONTACT INFORMATION

Please check the FAQ page on the website before contacting support. If you have questions or comments about these Terms, please contact us using the information below:

IDONEUS International AG
Baarerstrasse 12
6300 Zug
Switzerland

Email: compliance@idoneus.io 

Last Revised Date: 16/04/2024