By accessing or using this website, platform, desktop or mobile application, and all other digital and online systems (collectively called the “Platform” or “Idoneus Platform”), and the Services provided thereon, of Idoneus International AG (“Idoneus”), Zug, Switzerland, company number CHE-437.383.973, whose address details are shown at the end of these Terms, you hereby accept and agree to comply with these Terms. You acknowledge that these Terms constitute a binding agreement between you and Idoneus (sometimes referred to as “we” or “us”) that governs your access to and use of the Platform, 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 Platform.
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM. EACH TIME YOU USE THE PLATFORM, 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 PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM.
YOUR COMPLIANCE WITH THESE TERMS AND ALL OTHER RULES, PROCEDURES, POLICIES, TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE PLATFORM IS A CONDITION TO YOUR RIGHT TO ACCESS THE PLATFORM. YOUR BREACH OF ANY PROVISION OF THESE TERMS OR OTHER RULES, PROCEDURES, POLICIES, TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE PLATFORM WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE PLATFORM 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 PLATFORM AFTER SUCH BREACH.
Please note: Section 23 (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.
“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 and the operator of the Idoneus Platform. “Idoneus” may also refer to, and these Terms are valid for, other entities owned and operated by Idoneus International AG and its parent and sister companies, except where Idoneus International AG is explicitly mentioned in these Terms.
“Client” or “Clients”, “User” or “Users” are both corporate bodies (legal entities, foundations, associations, etc.) and individuals who are using and/or intending to use the Services. “Client”, “Clients”, “User” and “Users” are throughout this Agreement often referred to as “you”.
“Idoneus Platform” (or “Platform”) is an online platform for the trading and monetization of High Value Assets, operated by Idoneus, which includes the purchase, usage and sale of IDON Tokens, and enables access to the Services provided on the Idoneus Platform. The usage of the Idoneus Platform 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, “Platform” also refers to all websites, mobile applications, desktop applications and all other online and digital systems that are owned and operated by Idoneus.
“Services” are understood to be the services provided on the Idoneus Platform 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 luxury assets, goods and services.
“IDON Token” means 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 assets, fees and services on the Platform.
“Digital Currency”, “Digital Assets”, “Cryptocurrency” means 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.
1. UPDATES TO THE TERMS
Idoneus reserves the right to change or modify these Terms, including but not limited to any policy or guideline of the Platform, at any time and at its sole discretion. Idoneus will provide notice of these changes by posting the revised Terms to the Platform 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 Platform 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 Platform. You waive any right you may have to receive specific notice of such changes or modifications.
Your continued use of this Platform acts as acceptance of such changes or modifications. If you do not agree to the Terms in effect when you access or use the Platform, you must stop using the Platform.
2. LIMITED RIGHT TO USE
Subject to section 4 of these Terms (User Registration), Idoneus grants you a limited, non-exclusive and non-transferable right to use the Platform. Your right to use the Platform 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 Platform. At any time and for any reason Idoneus may revoke your right to use all or any portion of the Platform.
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.
3. PURPOSE OF THE PLATFORM, NO AGENCY OR PARTNERSHIP
The Platform enables you and approved third parties that offer services (“Service Providers”) to publish and consume Services on the Platform, and to communicate and transact directly with those who are seeking to engage such Services, subject to section 4 of these Terms (User Registration).
If you choose to use the Platform and provide Services thereon, 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 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 Services. You acknowledge and agree that you have complete discretion whether to list Services or otherwise engage in other business or employment activities.
As the provider of the Platform, Idoneus International AG does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Services, nor is Idoneus International AG an organizer or retailer of travel packages under Directive (EU) 2015/2302. The Service Providers alone are responsible for their Services. When you provide or accept a service, you are entering into a contract directly with the Service Provider. Idoneus International AG is not and does not become a party to or other participant in any contractual relationship between you and the Service Provider(s), nor is Idoneus International AG a luxury asset or real estate broker or insurer or seller of luxury assets. Idoneus International AG is not acting as an agent in any capacity for you and/or any Service Provider.
4. USER REGISTRATION, ACCEPTANCE AND ACCESS
You must register an account (“Idoneus Account”) to access and use the Platform, and to engage the Services provided thereon. When registering an Idoneus Account to enable trading through the Idoneus Platform, 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.
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.
The Client understands that Idoneus complies with international restrictions imposed by countries on Digital Asset. The Client, therefore, accepts that Idoneus may decline a registration and/or relationship with Clients who fall under such restrictions. The content of the Idoneus Platform is not, under any circumstance, intended to be used by or distributed to Clients resident in a country which impose restrictions on Digital Assets.
Provision of cross-border Services (local restrictions)
The Client confirms that he took the steps to open a 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. Similarly, Idoneus may not be accessible based on the Client’s place of residence. This applies in particular to Clients resident in a country where the distribution of information contained on Idoneus 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 information published on Idoneus or sent to the Client shall not be construed as constituting an offer.
In order to engage in any Services on the Idoneus Platform, the Client must create an Idoneus Account and provide all requested information to Idoneus. When a Idoneus Account is created, the Client agrees and warrants to:
- create a strong password, following Idoneus instructions, which is used exclusively for the Idoneus Account
- provide complete, accurate and current information during and after the registration process.
- 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.
- 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.
- 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.
Username and Password
In order to access the Idoneus Platform, 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 Idoneus Platform safe and maintaining adequate security and control of any and all security details used to access the Idoneus Platform. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is 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, including your linked bank account(s) and credit card(s).
Any person logging onto the system by entering the correct email/username and personal password or identifying himself to Idoneus as a Idoneus Account authorized person by giving the correct email/username and personal password shall have access to the Idoneus Platform. 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.
Any person verifying his identity in accordance with item above shall be considered entitled to use the Idoneus Platform. Idoneus shall be entitled to assume that orders and instructions arising in this manner have been duly approved and issued by the Client and/or authorized persons.
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 firstname.lastname@example.org 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.
It is technically impossible for Idoneus to determine with certainty whether any Service Provider or user registered with Idoneus (Service Providers and registered users together, “Users”) 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.
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.
The client is not allowed to share the account with another individual or entity.
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.
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 Platform 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).
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).
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 purchase, transact or withdraw Tokens and you agree to indemnify, defend and hold harmless Idoneus against any losses associated with an inability 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 (https://idoneus.io/kyc-aml-cft-policy/) for detailed information.
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 from his/its side to provide 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 Service 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.
Idoneus shall 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.
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.
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.
5. USER’S REPRESENTATIONS AND WARRANTIES
By accessing or using the Platform, you represent and warrant that you are at least 18 years old and have not previously been suspended or removed from the Platform. You also represent and warrant that you are not a resident of a Restricted Country, State or Territory, or Person as listed by:
- the FATF:https://www.fatf-gafi.org/countries/#other-monitored-jurisdictions ; https://www.fatf-gafi.org/countries/#high-risk or
- the Swiss Federation: https://www.seco.admin.ch/seco/de/home/Aussenwirtschaftspolitik_Wirtschaftliche_Zusammenarbeit/Wirtschaftsbeziehungen/exportkontrollen-und-sanktionen/sanktionen-embargos/sanktionsmassnahmen.html.
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 Platform, or other means as we deem necessary, regarding their access to the Services.
You represent and warrant that you are not:
(a) located in, under the control of, or a national or resident of any country to which Switzerland, the EU, Canada or the United States has embargoed goods or services,
(b) identified as a ”Specially Designated National,” or
(c) placed on the U.S. Commerce Department’s Denied Persons List.
In addition, you represent and warrant that:
- all of the data provided for registration is accurate and complete;
- you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms;
- 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
- you will not delete any Content (as this term is defined below).
You further represent and warrant that you will not use the Platform 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.
You also represent and warrant that you are the legal and rightful owner of the cryptocurrency wallet that you may connect to the Platform, the cryptocurrencies that may reside on that wallet and the cryptocurrencies that you may send and receive on that wallet.
You hereby certify to us that all Tokens used by you in connection with the Platform 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.
Finally, you represent and warrant that you will not be using the Platform 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.
Notwithstanding the foregoing, Idoneus may not make the Services, 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.
Lack of legal capacity
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.
6. USER CONDUCT AND OBLIGATIONS
In connection with your use of the Platform, the Services and in addition to the list of section 5 of these Terms (User’s Representation and Warranties), you will not:
- 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;
- Provide false, inaccurate, incomplete or misleading information;
- Infringe upon Idoneus’ or any third party’s copyright, patent, trademark, or intellectual property rights;
- Distribute unsolicited or unauthorized advertising or promotional material, any junk mail, spam, or chain letters;
- Use a web crawler or similar technique to access our Platform, the Services or to extract data,
- Reverse engineer or disassemble any aspect of the Platform or Services in an effort to access any source code, underlying ideas and concepts, and algorithms;
- 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;
- Transmit or upload any material to the Platform that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
- Otherwise attempt to gain unauthorized access to the Platform, other Idoneus accounts, computer systems or networks connected to the Platform, through password mining or any other means; or
- Transfer any rights granted to you under these Terms.
7. DISCLAIMER OF IDONEUS’ WARRANTIES AND EXCLUSION OF LIABILITY
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 Idoneus Platform; or (iv) any third party content accessible on or through the Platform.
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 Idoneus Platform, 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 Idoneus Platform, 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 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.
BY USING THE PLATFORM, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE PLATFORM 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 PLATFORM OR RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER IDONEUS NOR ITS ASSOCIATES WARRANT THE ACCURACY, INTEGRITY, COMPLETENESS, AVAILABILITY OR TIMELINESS OF THE CONTENT PROVIDED IN THE PLATFORM OR THE MATERIALS OR SERVICES OFFERED IN THE PLATFORM 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 PLATFORM, INFORMATION ON THE PLATFORM OR THE RESULTS OBTAINED FROM USE OF THE PLATFORM OR RELATED SERVICES.
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 PLATFORM, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF IDONEUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
TO THE FULLEST EXTENT PERMITTED BY LAW AND SAVE AS PROVIDED ABOVE, NEITHER IDONEUS INTERNATIONAL AG NOR ANY ASSOCIATED COMPANY SHALL BE LIABLE TO PURCHASER 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 PLATFORM, THE SUPPLY OF THE PRODUCTS OR THEIR USE OR RESALE BY YOU.
Any Content downloaded or otherwise obtained through the Platform 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.
Moreover, you acknowledge, accept and agree that:
- Idoneus has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Services, (ii) the truth or accuracy of any Services, or other User content, or (iii) the performance or conduct of any User. Idoneus does not endorse any User or Services. 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 Service 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.
- To promote the Platform 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. 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 Platform may contain translations powered by Google. Google 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.
- Due to the nature of the internet and other electronic means, Idoneus cannot guarantee the continuous and uninterrupted availability and accessibility of the Platform. Idoneus may restrict the availability of the Platform 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 Platform. Idoneus may improve, enhance and modify the Platform and introduce new services or tools or applications from time to time (also, reference is made to section 8 hereinafter).
- Idoneus does not act or serve as your 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.
- 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 Platform (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 investment decision shall be based solely on his own evaluation of his financial circumstances, investments 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 trading Digital Assets. Please refer to the Risk Disclaimer for details about associated risks: (https://idoneus.io/legal-disclaimer/).
- The Client shall bear sole responsibility for all orders placed on the Idoneus Platform. 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 investments decisions.
- 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 Services 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 Services. The Client will, if need be, request advice from legal or tax experts.
- Idoneus strives to maintain the accuracy of information published on Idoneus. However, it cannot guarantee the accuracy, suitability, reliability, completeness, performance or fitness for the purpose of the content on Idoneus and will not accept any liability for any loss or damage that may arise directly or indirectly from the content. Information on Idoneus Platform can be subjected to change without notice and is provided for the primary purpose of facilitating Clients to arrive at independent decisions.
- All existing or future statutory provisions, administrative regulations and other applicable regulatory requirements in the field of the provided Services, 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.
8. TERMS & CONDITIONS FOR TRANSACTIONS, PURCHASES, RENTALS AND CHARTERS
- User onboarding and identity verification is required to create an account and to buy and pay with IDON currency on the Platform.
- Each transaction on the Platform is subject to a facilitation fee.
- Prices displayed for items that require shipping do not include shipping fees and any applicable taxes and duties. These are charged to the purchaser of the item. Where applicable, these charges will be collected by the shipping carrier or your country’s local customs office upon delivery.
- For real estate, yachts and other assets which are listed for sale or rent, partial and/or additional payment of fees in fiat (cash) via bank transfer or other means may be required to complete a specific transaction. At times fiat (cash) payments are necessary to cover various third-party transaction expenses such as: applicable taxes, legal costs, inspections, and other potential transaction expenses and operational costs which are outlined on a case by case basis for each asset.
- Any transactions of IDON tokens will be done through Smart Contracts on a blockchain using a wallet like METAMASK or other wallet. Any financial transactions that you engage in will be conducted solely through the Blockchain via a wallet such as METAMASK or any other suitable 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 Site or using the Smart Contracts, or any other transactions that you conduct via the Ethereum network.
- Ethereum requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee funds the network of computers that run the decentralized Ethereum network. This means that you will need to pay a Gas Fee for each transaction that occurs via the Site.
9. RESTRICTIONS ON SPECIFIC ASSETS, GOODS AND SERVICES
- Clients ordering alcohol, tobacco or other lifestyle 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.
- Idoneus International AG and associated companies do not sell nor deliver Cuban cigars to clients located in the U.S.A.
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.
The obligation to maintain confidentiality already exists before using the Platform or your Idoneus Account and continues after using this Platform or your Idoneus Account.
You must impose the obligation of secrecy on your employees, subcontractors and other third parties involved, if any.
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:
- in the event of supervisory or other competent authorities’ actions
- in the event of legal action being instigated by the Client against Idoneus;
- to secure Idoneus’s claims or realize collateral provided by the Client or third parties;
- for the purpose of establishing interests in favor of a third party;
- for the purpose of collecting claims held by Idoneus against the Client;
- in the event of accusations made by the Client against Idoneus in public or before domestic or foreign authorities;
- 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.
- 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.
13. CONFIDENTIALITY OF THE TRANSMISSION OF INFORMATION OVER THE INTERNET
14. INTELLECTUAL PROPERTY RIGHTS
Any and all copyrights, design, trademark and patent rights, as well as any other intellectual property rights and other rights in and to the Platform, documents and materials etc. provided by Idoneus under these Terms remain and are the unrestricted property of Idoneus (or any third party commissioned by Idoneus).
15. THIRD-PARTY CONTENT
References on the Platform 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.
16. BLOGS AND SOCIAL NETWORKS
Certain areas within the Platform 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 Platform. You are solely responsible for any information you choose to submit in these forums.
17. 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 Platform or one of our social media accounts, regarding Idoneus, the Platform or the Services (collectively, ‘Feedback’) that are provided by you, whether by email, posting to the Platform 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.
18. PLATFORM SECURITY
You may not violate or attempt to violate the security of the Platform. Tampering with any portion of the Platform, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Platform, whether or not through the use of agents, are prohibited and constitute a breach of these Terms.
You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation:
- accessing data not intended for you or logging onto a server or an account which you are not authorized to access;
- disabling, removing, defeating, or avoiding any security device or system, including, without limitation, any password and login functionality used to authenticate Users;
- attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
- attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Platform, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;”
- sending unsolicited email, including promotions and/or advertising of products or services;
- forging any TCP/IP packet header or any part of the header information in any email or posting;
- 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 Platform other than the search engine and search agents available on the Platform and other than generally available third-party web browsers;
- reverse engineering, decompiling or disassembling the underlying software;
- removing any notices, warnings, labels, annotations or instructions from any portion of the Platform or any related material, including, without limitation, any patent, trademark, copyright, or other proprietary notices or license provisions; or
- otherwise invading the privacy of, obtaining the identity of, or obtaining any personal information about any user of the Platform.
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 Platform 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.
19. NO OFFERS OR RELIANCE
The information on the Platform is provided for informational purposes only. No Content or other material on the Platform 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 Platform are available or appropriate for sale or use in all jurisdictions or by all investors. Those who access the Platform 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 Platform obtained outside of Idoneus. Certain information on the Platform 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 Platform, whether as a result of new information, future developments or otherwise. Opinions and any other Contents at the Platform are subject to change without notice.
Idoneus is not utilizing the Platform to provide investment or other advice, and no information or material at the Platform 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 Platform 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 Platform 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.
20. 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.
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 Services, or (iii) your violation of any law, rule, or regulation, or the rights of any third party.
22. 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 Product.
- Do not share your password and login ID with anyone, including anyone from Idoneus. Certain Idoneus Platforms are private, available only to clients through secure log-in procedures. Apart from allowing you to use your password and log-in to enter an authorized Platform, 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.
If you have any questions about the above, please contact Idoneus using our Contact Us page.
23. TERM AND TERMINATION OF USE
Your right to use the Platform starts with the successful registration and shall run for an undetermined duration.
These Terms are effective unless and until terminated by either you or Idoneus. You may terminate these Terms at any time, provided that you discontinue any further use of the Platform. 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 Platform. Upon any termination of these Terms by either you or us, you must promptly destroy all materials downloaded or otherwise obtained from the Platform, as well as all copies of such materials, whether made under these Terms or otherwise.
Idoneus may (a) suspend or terminate your access to the Platform, 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. 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. 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. 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. 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. 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.
24. APPLICABLE LAW AND VENUE
These Terms shall be governed by and construed and interpreted in accordance with the substantive laws of Zug, Switzerland, excluding the Swiss conflict of law rules. The United Nations Convention for the International Sales of Goods (“Vienna Sales Convention”) is excluded.
All disputes arising out of or in connection with this contract shall be subject to the ordinary jurisdiction of the courts of Zug, Switzerland.
25. 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 customer 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 Platform 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.
26. 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.
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.
28. GOVERNING LANGUAGE AND TRANSLATIONS
29. FORCE MAJEURE
When the delay or failure is caused by fires, strikes, labor disputes, riots, embargoes, floods, bank failures, cryptocurrency market collapses or fluctuations, power outages or failures, acts of god or the state’s enemies (such as disease pandemics), lawful acts of public authorities, any and all market movements and shifts in the, For example, a server crash or an internet outage might cause delays in delivery; 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, the Company is released from any and all performance obligations, and these Terms of Service shall be effectively terminated.
30. DISPUTE RESOLUTION AND ARBITRATION
Informal negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Service (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.
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 Platform and the IDON Tokens be commenced more than one (1) year after the cause of the action arose.
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.
All disputes arising out of or in connection with this contract shall be subject to the ordinary jurisdiction of the courts of Zug, Switzerland.
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.
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.
31. 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
Last Revised Date: 17/01/2023