Posting Date: 09/30/2019
Effective Date: 09/30/2019
By accessing or using this website (the “Site”) of Idoneus Holdings Ltd. and its affiliates (collectively, “Idoneus”), you hereby accept and agree to comply with these Terms and Conditions of Use. You acknowledge your understanding that these Terms and Conditions of Use constitute a binding agreement between you and Idoneus (sometimes referred to as “we” or “us”) that governs your access and use of the Site, 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 Site.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THESE TERMS AND CONDITIONS IN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED HEREIN, DO NOT USE THE SITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OF USE, YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
YOUR COMPLIANCE WITH THESE TERMS AND CONDITIONS OF USE AND ALL OTHER RULES, PROCEDURES, POLICIES, TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE SITE IS A CONDITION TO YOUR RIGHT TO ACCESS THE SITE. YOUR BREACH OF ANY PROVISION OF THESE TERMS AND CONDITIONS OF USE OR OTHER RULES, PROCEDURES, POLICIES, TERMS AND CONDITIONS THAT GOVERN ALL OR ANY PORTION OF THE SITE WILL AUTOMATICALLY, WITHOUT THE REQUIREMENT OF NOTICE OR OTHER ACTION, REVOKE AND TERMINATE YOUR RIGHT TO ACCESS THE SITE 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 SITE AFTER SUCH BREACH.
1. LIMITED RIGHT TO USE
Idoneus grants you a limited right to use the Site. Your right to use the Site is subject to your agreement to abide by these Terms and Conditions of Use in their entirety, as well as any other rules, procedures, policies, terms or conditions that govern all or any portion of the Site. At any time and for any reason Idoneus may revoke your right to use all or any portion of the Site.
2. UPDATES TO THE SITE
Idoneus reserves the right to change or modify the terms and conditions contained in these Terms, including but not limited to any policy or guideline of the Site, at any time and at its sole discretion. We will provide notice of these changes by posting the revised Terms to the Site and changing the ‘Last Revised’ date at the top of the Terms, or by emailing Users 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 us to use the same form in other instances. Any changes or modifications will be effective immediately upon posting the revisions to the Site 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 Site. You waive any right you may have to receive specific notice of such changes or modifications.
Your continued use of this Site acts as acceptance of such changes or modifications. If you do not agree to the Terms in effect when you access or use the Site, you must stop using the Site.
By accessing or using the Site, you represent and warrant that you are at least 18 years old and have not previously been suspended or removed from the Site. You also represent and warrant that you are not a resident of a Restricted Country, State or Territory as defined here. 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 Site, or other means as we deem necessary, regarding their access to the Services.
You represent and warrant that you are not:
- located in, under the control of, or a national or resident of any country to which Canada or the United States has embargoed goods or services,
- identified as a ”Specially Designated National,” or
- placed on the Commerce Department’s Denied Persons List. You further represent and warrant that you will not use the Site if the laws of your country prohibit you from doing so in accordance with these Terms.
Finally, you represent and warrant that you will not be using this site 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.
We may collect certain aggregate and non-personal information when you visit the Site. We may collect this information through “cookie” technology. Cookies are bits of text that can be placed on your computer’s hard drive when you visit certain web sites. Cookies may enhance your online experience by saving your preferences while you are visiting a particular site. 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 Site features.
6. CONFIDENTIALITY OF THE TRANSMISSION OF INFORMATION OVER THE INTERNET
7. OWNERSHIP OF MATERIALS ON SITE
You may download or copy Content only to the extent such download is expressly permitted in writing on the Site. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Site or any related software.
Idoneus® is a trademark of Idoneus. Nothing on the Site shall be interpreted as granting any license or right to use any image, trademark, trade dress, logo or service mark on the Site. Anything transmitted to the Site by you becomes Idoneus’s property and may be used by us for any lawful purpose. Idoneus reserves all rights with respect to copyright and trademark ownership of all material on the Site, and will enforce such rights to the full extent of the law.
Unless otherwise noted, all Contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Idoneus or by third parties who have licensed their materials to Idoneus and are protected by U.S. and international copyright laws. The compilation of all Contents on the Site is the exclusive property of Idoneus and is also protected by U.S. and international copyright laws.
8. COPYRIGHT INFRINGEMENT
The Digital Millennium Copyright Act of 1998, found at 17 U.S.C. § 512 (“DMCA”), provides recourse for owners of copyrighted materials who believe that their rights under United States copyright law have been infringed upon on the Internet.
Under the DMCA, the bona fide owner of copyrighted materials who has a good faith belief that their copyright has been infringed may contact not only the person or entity infringing on their copyright, but may also contact the designated agent of an Internet Service Provider (“ISP”) to report the alleged infringements of protected works, when such alleged infringements appear on pages contained within the system of the Internet Service Provider.
Upon receipt of a properly filed complaint under the DMCA, the owner and/or the ISP of this website will block access to the allegedly infringing material. The website owner and/or the ISP will forward a copy of the notification of claimed copyright infringement to the alleged infringer.
Anyone who believes in good faith that a notice of copyright infringement has wrongfully been filed against them, may submit a Counter-notice to the website owner and/or the ISP.
The owner of this website and the ISP are committed to complying with international trade law, international trade practices, and all United States laws, including United States copyright law.
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you will be liable for any damages, including costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
9. THIRD-PARTY CONTENT
References on this Site to any names, marks, products or services of third parties, or hypertext links to third party sites or information or Content provided by third parties, 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 Content of any third-party sites, and do not make any representations regarding third party materials or services, or the 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.
10. BLOGS AND SOCIAL NETWORKS
Certain areas within the Site 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 Site. You are solely responsible for any information you choose to submit in these forums.
11. 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 or the Services (collectively, ‘Feedback’) that are provided by you, whether by email, posting to the Site 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.
12. USER CONDUCT AND OBLIGATIONS
In connection with your use of the Services and in addition to the list of prohibited activities in Section 1 above, 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 Services or to extract data;
- Reverse engineer or disassemble any aspect of the Site 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 Site that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;
- Otherwise attempt to gain unauthorized access to the Site, other Idoneus Accounts, computer systems or networks connected to the Site, through password mining or any other means;
- Or Transfer any rights granted to you under these Terms.
13. SITE SECURITY
You may not violate or attempt to violate the security of the Site. Tampering with any portion of the Site, providing untruthful or inaccurate information, misrepresenting your identity, or conducting fraudulent activities on the Site, whether or not through the use of agents, are prohibited and constitute a breach of these Terms and Conditions of Use.
You are prohibited from violating or attempting to violate the security of the Site, 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 Site, 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 Site other than the search engine and search agents available on the Site 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 Site 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 Site.
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). 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 Site 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.
14. NO OFFERS OR RELIANCE
The information on this website is provided for informational purposes only. No Content or other material on the Site 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 Site are available or appropriate for sale or use in all jurisdictions or by all investors. Those who access the Site 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 Site obtained outside of Idoneus. Certain information on the Site 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 Site, whether as a result of new information, future developments or otherwise. Opinions and any other Contents at the Site are subject to change without notice.
Idoneus is not utilizing the Site to provide investment or other advice, and no information or material at the Site 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 Site 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 Site are included as representative transactions and are not necessarily reflective of overall performance.
Idoneus does not advise on the tax consequences of any investment.
15. 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 venturers, 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.
17. DISCLAIMER OF WARRANTIES
BY USING THE SITE, YOU EXPRESSLY AGREE THAT SUCH USE IS AT YOUR SOLE RISK. THE SITE 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 SITE 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 SITE OR THE MATERIALS OR SERVICES OFFERED IN THE SITE 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 SITE, INFORMATION ON THE SITE OR THE RESULTS OBTAINED FROM USE OF THE SITE OR RELATED SERVICES.
UNDER NO CIRCUMSTANCES WILL IDONEUS OR ITS ASSOCIATES 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 SITE, CONTENT, INCONVENIENCE OR DELAY. THIS IS TRUE EVEN IF IDONEUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
Any Content downloaded or otherwise obtained through the Site 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.
Additionally, you acknowledge that 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.
18. WARNING REGARDING WEB FRAUD AND PHISHING
Our name, brands and reputation may be misused by imposters and frauds publishing fake web sites and engaging in “phishing” scams seeking personal or confidential information.
When communicating with Idoneus through digital media, please:
- Confirm you are visiting a Idoneus authorized web site.
- Do not share your password and login ID with anyone, including anyone from Idoneus. Certain Idoneus web sites 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 web site, 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 e-mails to anyone with an address other than authorized Idoneus e-mail addresses. Idoneus only uses “@Idoneus.io” for e-mail addresses. Idoneus does not permit our employees and authorized representatives to send or receive work related e-mails from personal accounts or any other address.
If you have any questions about the above, please contact Idoneus using our Contact Us page.
19. REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
- you have full authority and all rights necessary to enter into and fully perform all of your obligations pursuant to these Terms and Conditions of Use;
- 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 Conditions of Use; and
- you will not delete any Content.
20. TERMINATION OF USE
These Terms and Conditions of Use are effective unless and until terminated by either you or Idoneus. You may terminate these Terms and Conditions of Use at any time, provided that you discontinue any further use of the Site. We also may terminate these Terms and Conditions of Use, in our sole discretion, at any time and may do so immediately without notice, and accordingly deny you access to the Site. Upon any termination of these Terms and Conditions of Use by either you or us, you must promptly destroy all materials downloaded or otherwise obtained from the Site, as well as all copies of such materials, whether made under these Terms and Conditions of Use or otherwise.
21. APPLICABLE LAW AND VENUE
If under Section 20 below a legal or equitable claim is subject to arbitration, you agree that the Federal Arbitration Act and federal arbitration law apply. If under Section 20 below a legal or equitable claim is not subject to arbitration, you agree that federal law and the laws of Canada, or the United States, whichever is applicable, without resorts to Federal Courts of the United States or Provincial Courts in Canada, conflict of law provisions, apply. You agree that any legal or equitable claim arising out of or relating to your use of the Services or these Terms that is not subject to arbitration will be filed only in the state courts of Sussex County, Delaware or the Federal Courts of the District of Delaware. You irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action, or proceeding arising out of these Terms.
By using the Site, you agree that Idoneus, at its sole discretion, may require you to submit any disputes arising from the use of the Site, related services or these Terms and Conditions of Use concerning or, including disputes arising from or concerning their interpretation, violation, nullity, invalidity, non-performance or termination, as well as disputes about filling gaps in this contract or its adaptation to newly arisen circumstances, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section.
23. EFFECT ON OTHER AGREEMENTS
Nothing contained in these Terms and Conditions of Use 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 Conditions of Use and any Other Agreement, the Other Agreement will govern. Some pages within the Site contain supplemental terms and conditions and additional disclosure and disclaimers, which are in addition to these Terms and Conditions of Use. In the event of a conflict, such supplemental terms and conditions and additional disclosures and disclaimers will govern for those sections or pages.
24. 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.
26. GOVERNING LANGUAGE AND TRANSLATIONS
27. QUESTIONS AND CONTACT INFORMATION
Please check the FAQ page on the website before contacting support.
Idoneus Holdings Limited
Attn: Legal Department
200 S. Biscayne Blvd
Miami, FL 33131