Terms & Conditions for the IDEM Tokens
Terms and Conditions Governing the Sale of IDEM CLUB (“Promoter”) Utility Tokens (IDEM Tokens).
You agree that if you decide to submit an application to acquire any IDEM Utility Tokens that you will be bound by the terms and conditions detailed in this document.
These terms and conditions govern the sales process.
If you are allocated any IDEM Utility Tokens, then this Agreement will unless otherwise stated merge on completion of a sale. Unless otherwise stated in this document, this Utility Token Sale Agreement governs only your purchase of the IDEM Utility Tokens from the Promoter. The use of the IDEM Utility Tokens in connection with the Platform may be governed by other applicable terms and policies (collectively, the “Platform Terms and Conditions”). Any Platform Terms and Conditions the Promoter promulgates will be available at http://idem-club.com.
The Promoter may add terms or policies to the Platform Terms and Conditions in the Promoter’s absolute and sole discretion and may update each of the Platform Terms and Conditions from time to time according to modification to the Platform. To the extent of any conflict with these Terms, the Platform Terms and Conditions shall control with respect to any issues relating to the use of IDEM Utility Tokens in connection with the Platform.
DISCLOSURE RELATED TO CRYPTOCURRENCY
Legal Classification Disclaimer
IDEM Utility Tokens are not securities, payment instruments, or digital assets. They are issued solely for use within the IDEM Club ecosystem.
1. Nature of IDEM Tokens
- IDEM Tokens are solely utility-based and do not represent any form of currency, cryptocurrency, security, or investment vehicle.
- IDEM Tokens have no monetary value outside of the IDEM Club ecosystem and cannot be redeemed for cash, cryptocurrency, or other assets.
2. No Trading or Exchangeability
- IDEM Tokens cannot be transferred to external wallets and are not listed on any crypto exchanges.
- Users cannot convert IDEM Tokens into crypto, stablecoins, or fiat currencies.
3. Regulatory Compliance
- IDEM Tokens are designed to comply with non-crypto regulatory frameworks and are not subject to financial, securities, or virtual asset regulations.
- Merchants and users must acknowledge that IDEM Tokens do not operate as digital assets under any jurisdiction.
ACQUISITION OF IDEM UTILITY TOKENS
Minimum Sale Amount
The minimal number of IDEM Token that can be purchased is 5.
Promoter’s Right to Refuse any Application.
The Promoter reserves the right to refuse any application for IDEM Utility Tokens at any time in the Promoter’s absolute and sole discretion.
Accepted Currency
The Promoter will accept as consideration for the for purchase of IDEM Utility Tokens the following:
- US Fiat currency (USD)
- EURO Fiat currency (Euro)
INTELLECTUAL PROPERTY
Retention of IP
The Promoter’s retain all rights, titles, and interests in all of our Intellectual Property. You may not use any of the Promoter’s Intellectual Property for any reason, except with the prior, written consent of the Promoter.
IP in Source Code Generating the IDEM Utility Tokens
In particular, the Promoter retains all Intellectual Property including without any limitation, all copyright over the source code (if any) generating the IDEM Utility Tokens. You are granted a non-exclusive, non-transferable, revocable license to access and use the Platform. This limitation to the transferability of the license shall not be understood in a way, that the users are not allowed to transfer IDEM Utility Tokens to third parties.
Access to and use of the Platform and IDEM Utility Tokens
You must use the Platform and the IDEM Utility Tokens strictly in accordance with the provisions of this Agreement, and the respective Platform Terms and Conditions. As a condition of your use of the Platform and the IDEM Utility Tokens you warrant to the Promoter that you will not use the Platform and/or any IDEM Utility Tokens for any purpose that is unlawful or prohibited by the provisions of this Agreement. You must not use the IDEM Utility Tokens in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use and enjoyment of the Platform.
SECURITY
Private Key Security
You will implement reasonable and appropriate measures designed to secure access to:
- any device associated with the email address associated with your account.
- private keys required to access any relevant Platform address.
- your username and password; and
- any other login or identifying credentials.
Suspect Security Breach
If you suspect a security breach you must promptly inform the Promoter, providing evidence of the security breach and your right to the relevant account. If the Promoter is satisfied with such evidence, then the Promoter may take all reasonable actions to secure your account, and any IDEM Utility Tokens that may be held against your account.
PRIVACY
Collected Information
The Promoter may collect information from the sale of the IDEM Utility Tokens to you. When you visit the Utility Token Sale Website, the Utility Token Sale Website will collect information sent to the Utility Token Sale website by your computer, mobile phone, or other access device. This information may include your IP address, device information, and without limitation may include:
- identifier, name, and address and any other specific personal identifying information.
- type of operating system.
- mobile network information.
- transaction meta-data.
- standard web meta-data.
- the pages you accessed on the Token Sale Website; and
- geo-location information if you access via a location enabled device.
For details with respect to the Promoter’s privacy policy which is compliant with the EU General Data protection rules can be found at https://idem-club.com/page/privacy-policy.
In related to the above noted collected information you specially consent to the collection of the data subject to the above noted privacy policy.
Cookies
When you access or use the Utility Token Sale Website, the Promoter (or Google Analytics on our behalf) may place small data files called cookies on your computer or other device. You grant us permission to load a cookie onto your computer or access device. The Promoter uses these technologies to recognize you as an authorized user of the Utility Token Sale Website so that the Promoter can customize the Utility Token Sale Website for advertising, measure promotional effectiveness and collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
Security measures implemented.
The Promoter will implement reasonable cost-effective security measures to protect your information using physical, technical, and administrative security measures to reduce the risks of loss, misuse, unauthorized access, disclosure, and alteration.
Sharing of Information
The Promoter reserves the right to share your personal information with:
- our banking.
- companies that we plan to merge with or be acquired by (should such a combination occur, the Promoter will require that the newly combined entity to follow these terms with respect to your personal information, and you will receive prior notice of any change in applicable policy).
- third party identification services providers for fraud prevention and security (both physical and IT security) purposes.
- law enforcement, government officials, or other third parties when we are compelled to do so by a subpoena, court order, or similar legal procedure; we believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report suspected illegal activity or to investigate violations of these terms and conditions, any third party that implements IDEM Utility Token as a utility token within the functionality of the service offered by such third parties; and
- other third parties only with your prior consent or direction to do so.
Viewing you own personal information.
You may request access to the information the Promoter holds about you, or request that the Promoter updates or corrects any personal information they hold about you, by setting out your request in writing to the Promoter.
The Promoter will process your request as soon as reasonably practicable, provided the Promoter is not otherwise prevented from doing so on legal grounds, or your identity cannot be verified.
The Promoter has a published Privacy Policy which can be accessed and viewed on www.idem-club.com.
TAXES
Your Tax responsibility
You are responsible for all of your tax obligations and the Promoter is not under any circumstances bound to compensate for your tax obligation or give you any advice related to tax issues, including but not limited what kind of filing or reporting you need to do with the competent tax authority, which taxes are due and to which extent you are obliged to pay, any tax arising out of your purchase or sale or use of the IDEM Utility Tokens
IDEM Utility Tokens exclusive of Taxes
The purchase price that you pay for IDEM Utility Tokens is exclusive of all applicable taxes, except any applicable GST.
Access to the Token Sale Website
The Promoter reserves the right, in its sole and absolute discretion, to terminate or restrict or suspend your access to the Utility Token Sale Website and its related services or any portion thereof at any time, without notice.
USERS FROM RESTRICTED JURISDICTIONS
Exclusion of Restricted Jurisdictions
Due to the Promoter’s services and IDEM Utility Tokens being a utility Token offered via the Internet exclusively on IDEM-CLUB.COM, the Promoter understands that there is a possibility that there might be certain restrictions imposed by certain jurisdictions on the sale and/or promotion of IDEM Utility Tokens to the citizens or residents of such jurisdictions. The offer set out in the Whitepaper, or any other documents aligned to the Whitepaper is not open to any citizens or residents of such jurisdictions. Every person or organization that applies for IDEM Utility Tokens specifically warrants that they are not a citizen or resident or registered in such a jurisdiction.
Restricted Persons or Organizations.
If any person or organization applies for IDEM Utility Tokens in breach of the above clause or in contravention of any applicable law governing the purchase of Utility Tokens including IDEM Tokens then that person and/or organization indemnifies and will keep indemnified the Promoter and its directors, agents and employees against all liability howsoever determined and such applicant acknowledges that the Promoter and its directors, agents and employees will not be held liable for any legal or monetary consequence arising from the purchase of IDEM Utility Tokens by such restricted persons or their use of the Website.
RISK
Acknowledgement of Risk.
You acknowledge and agree that there are risks associated with purchasing, holding, and using IDEM Utility Tokens, as disclosed and explained in EXHIBIT A set out below, which are an integral part of this Agreement. BY PURCHASING IDEM Utility Tokens, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS.
DISCLAIMER
Promoter’s Warranty
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY THE PROMOTER:
- THE IDEM TOKEN IS SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND THE PROMOTER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO UTILITY TOKENS SUCH AS THE IDEM UTILITY TOKEN INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- THE PROMOTER DOES NOT REPRESENT OR WARRANT THAT:
- THE IDEM UTILITY TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE.
- MEET YOUR REQUIREMENTS.
- ANY DEFECTS IN IDEM UTILITY TOKENS, IF SUCH ARE FOUND, WILL BE CORRECTED, OR
DOES NOT REPRESENT OR WARRANT THAT THE IDEM UTILITY TOKEN OR THE DELIVERY MECHANISM FOR THE IDEM UTILITY TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
LIMITATION OF LIABILITY
Promoter’s Sole Responsibility
The Promoter will be responsible and only liable for:
- correcting any defects discovered in the functionality of the Website; and
- maintenance of the correct operation of the smart contracts system, which autonomously conducts processes of providing IDEM Utility Tokens.
Exclusion of Liability
The Promoter and its affiliates and their respective officers, employees or agents will not be liable to you or anyone else for any damages of any kind, including, but not limited to, direct, consequential, incidental, special or indirect damages (including but not limited to lost profits, trading losses or damages that result from use or loss of use of the IDEM Utility Token), even if the Promoter has been advised of the possibility of such damages or losses, including, without limitation, from the use or attempted use of IDEM Utility Tokens.
IDEM Utility Tokens are dependent on Third Party Technologies
Neither the Promoter nor any of its affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with:
- your inability to use the IDEM Utility Token, including without limitation as a result of any termination or suspension of the Ethereum network or this Agreement, including as a result of power outages, or failure by any telecommunications service provider or ISP, maintenance, defects, system failures or other interruptions.
- any investments, expenditures, or commitments by you in connection with this Agreement or your use of or access to the IDEM Utility Token; or
- any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any data, including records, private key or other credentials, associated with any IDEM Utility Token.
INDEMNITY
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Promoter and its respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to:
- your purchase or use of IDEM Utility Token.
- your responsibilities or obligations under this Agreement.
- any contravention of any laws or regulations that govern your use of IDEM Utility Token or govern any transaction involving the IDEM Utility Token; or
- your violation of any rights of any other person or entity.
REPRESENTATIONS AND WARRANTIES
General Warranties
By purchasing the IDEM Utility Tokens from the Promoter you represent and warrant the following:
- You have read and understood the terms and conditions of this document which will become binding and enforceable upon you immediately you apply for the IDEM Utility Tokens (including all Exhibits);
- You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of Utility Tokens like Ether, token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand the terms of this Agreement and to appreciate the risks and implications of purchasing the IDEM Utility Tokens;
- You have received either from the Promoter or from independent third parties’ sufficient information concerning the IDEM Utility Tokens to make an informed decision to purchase the IDEM Utility Tokens;
- You understand the risks involved in purchasing IDEM Utility Tokens and their dependence upon the Platform.
- You understand that the possession of any IDEM Utility Tokens confers only the right to access and use the Platform in applicable jurisdictions or any possible third party platforms that may be developed at any time in the future by such third parties, and confers no other rights of any form with respect to the Platform or the Promoter or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;
- You understand the restrictions and real risks associated with the creation and future use (if any) of the IDEM Utility Tokens and you specifically assume all such risks and relieve the Promoter and its directors, agents, employees and associates from all liability to the fullest extent permitted by law.
- You are purchasing the IDEM Utility Tokens solely for the purpose of accessing and the use of the Platform or third-party platforms, and supporting the development, testing, deployment and operation of the Platform, being aware of the commercial risks associated with the Promoter and the Platform. You are not purchasing the IDEM Utility Tokens for any other purposes, including, but not limited to, any investment, speculative or other financial purposes.
- Your purchase of the IDEM Utility Tokens complies with applicable law and regulation in your jurisdiction, including, but not limited to:
- legal capacity and any other applicable legal requirements in your jurisdiction for purchasing IDEM Utility Tokens.
- any foreign exchange or regulatory restrictions applicable to such purchase; and
- any governmental or other consents that may need to be obtained.
- You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of the IDEM Utility Tokens.
- If you are purchasing the IDEM Utility Tokens on behalf of any entity, you are authorized to accept this Agreement on such entity’s behalf and that such entity will be responsible for any breach of the provisions of this Agreement by you or any other employee or agent of such entity.
- You are not resident or domiciled in a restricted Jurisdiction noted in clause 0, nor are you acting on behalf of any third party that is a resident or domiciled in a restricted jurisdiction; and
- You understand and acknowledge that title to, and risk of loss of the IDEM Utility Token, you purchase from the Promoter and receive passes from the Promoter to you.
General Provisions
By applying for the IDEM Utility Token you specifically acknowledge the following:
- You accept the terms and condition detailed in the document as forming a legally binding and enforceable agreement between you and the Promoter; and
- You are deemed to have read the Terms and Conditions and are aware of all risks and rules provided thereto.
The Agreement will be governed by and construed and enforced in accordance with the laws of Wyoming, USA, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Arbitration does not limit your rights under applicable federal or state consumer protection laws, including the right to dispute a payment for non-delivery or misrepresentation.
If any term, clause, or provision of the Agreement is held unlawful, void or unenforceable, then that term, clause or provision will be severable from the Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of this Agreement.
The Promoter will not permit individuals under the age of 18 to purchase IDEM Utility Tokens. If Promoter become aware that a child under the age of 18 has provided the Promoter with personal information, Promoter will delete such information from its files immediately.
The Promoter and its affiliates will not be liable for any delay or failure to perform any obligation under the Agreement where the delay or failure results from any cause beyond their reasonable control, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, changes in blockchain technology (broadly construed), changes in the Ethereum or any other blockchain protocols or any other force outside of our control.
The Promoter and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s’ products or services.
The failure by the Promoter to enforce any provision of the Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by the Promoter must be unequivocal and in writing to be effective.
The terms and conditions of this document as being the conditions of the Agreement constitute the entire agreement between the Promoter and you regarding the subject matter of the Agreement; especially the purchase and possible future use of the IDEM Utility Tokens. The Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and the Promoter, whether written or verbal, regarding the subject matter of the Agreement. The Promoter will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of the Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document.
DEFINITIONS AND INTERPRETATION
Definitions
In this Agreement, unless the context determines otherwise, the following terms will have these assigned meanings:
“Intellectual Property” includes all inventions, discoveries, processes, marks, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon.
“Participant” means any person/organization that has the ability to establish their ownership of a IDEM Utility Token.
“Personal Information” means information that can be associated with a specific person and can be used to identify that person.
“Platform” means the software application implemented by the Promoter that provides a facility to acquire travel products and services from third parties.
“Promoter” means IDEM Club Inc, a Wyoming Corporation, USA.
“IDEM Utility Token” means the Utility token that is issued by the Promoter which can be used by various participants who wish to utilize the services provided via the Platform, the details of which are specified in the Whitepaper.
“Utility Token Sales Website” means http://idem-club.com
Interpretation
In this Agreement, unless the contrary intention appears:
(a) references to ‘person’ include individuals, firms, bodies corporate, associations, governments and governmental, semi-governmental and local authorities and agencies.
(b) headings are for ease of reference only and do not affect the meaning of this agreement.
(c) the singular includes the plural and vice versa and words importing a gender includes other genders.
(d) other grammatical forms of defined words or expressions have corresponding meanings.
(e) a reference to a clause, paragraph, schedule, or annexure is a reference to a clause or paragraph of or schedule or annexure to this agreement as amended from time to time and a reference to this agreement includes any schedules and attachments as so amended.
(f) a reference to a document or agreement, including this agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time.
(g) a reference to a party includes its executors, administrators, successors and permitted assigns.
(h) a reference to a Statute, ordinance or by-law includes regulations and other instructions under it and consolidations, amendments, reenactments, or replacements of any of them.
EXHIBIT A
Important Note:
As noted elsewhere in this Utility Token Sale Agreement, the IDEM Tokens are not structured or sold or promoted as a security as defined under any securities legislation or any other form of investment product. Accordingly, none of the information presented in this Exhibit A is intended to form the basis for any investment decision, and no specific recommendations are intended. The Promoter expressly disclaims all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit A, (ii) any error, omission, or inaccuracy in any such information or (iii) any action resulting from such information.
By purchasing, holding and using the IDEM Utility Token you expressly acknowledge, understand and assume the following risks: Risk of Losing Access to IDEM Utility Token Due to Loss of Private Key(s), Custodial Error or Purchaser Error.
A private key, or a combination of private keys, is necessary to control and dispose of IDEM Utility Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing the IDEM Utility Token will result in loss of such IDEM Utility Token. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a digital wallet or vault service you use, may be able to misappropriate your IDEM Utility Token. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store the IDEM Utility Token, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your IDEM Utility Token.
Further, your failure to precisely follow the procedures for buying and receiving IDEM UtilityToken including, for instance, if you provide the wrong address for receiving IDEM Utility Token, may result in the loss of your IDEM Utility Token.
Risks Associated with the Ethereum Protocol
Because the IDEM Utility Token and the Platform are based on the Ethereum protocol, any malfunction, breakdown, or abandonment of the Ethereum protocol may have a material adverse effect on the Platform or the IDEM Utility Token.
Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the IDEM Utility Token and the Platform, including the utility of the IDEM Utility Token for obtaining services, by rendering ineffective the consensus mechanism that underpins the Ethereum protocol.
Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the Platform or the IDEM Utility Token in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the Platform will be based on open-source software, there is a risk that a third party or a member of the Promoter team may intentionally or unintentionally introduce weaknesses into the core infrastructure of the Platform, which could negatively affect the Platform and the IDEM Utility Token, including the utility for using the Platform.
Risk of Uninsured Losses
Unlike bank accounts or accounts at some other financial institutions, IDEM Utility Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by the Promoter to offer recourse to you.
Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of Utility Tokens including the IDEM Utility Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Platform and the IDEM Utility Token. Regulatory actions could negatively impact the Platform and the IDEM Utility Token in various ways. The Promoter may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
Risks Arising from Taxation
In many jurisdictions, the tax characterization of Utility Tokens including the IDEM Utility Token is uncertain. You must seek your own tax advice in connection with purchasing the IDEM Utility Token which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
Risk of Alternative Platforms
It is possible that alternative platforms could be established that utilize the similar open-source code and protocol underlying the Platform. The Platform may compete with these alternative platforms, which could negatively impact the Platform and the IDEM Utility Token, including the IDEM Token’s utility for obtaining Services.
Risks Associated with the Development and Maintenance of the Platform
The Platform is still under development and may undergo significant changes over time. Although the Promoter intends for the IDEM Utility Token and the Platform to follow the specifications set forth in the Whitepaper, and will take commercially reasonable steps toward those ends, the Promoter may have to make changes to the specifications of the IDEM Utility Token or the Platform for any number of legitimate reasons. This could create the risk that the IDEM Utility Token or the Platform, as further developed and maintained, may not meet your expectations at the time of purchasing the IDEM Utility Token. Furthermore, despite our good faith efforts to develop and maintain the Platform, it is still possible that the Platform will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Platform and the potential utility of the IDEM Utility Token.
Risk of Dissolution of the Company
It is possible that, due to any number of reasons, including, but not limited to, an unfavorable fluctuation in the value of Ether (or other cryptographic and fiat currencies), decrease in the IDEM Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, the Platform may no longer be viable to operate.
Risks Arising from Lack of Governance Rights
Because the IDEM Utility Token confers no governance rights of any kind with respect to the Platform or the Promoter, all decisions involving the Platform or the Promoter will be made by the Promoter at its sole discretion, including, but not limited to, decisions to discontinue the Platform, to sell more for use in the Platform, or to sell or liquidate the Promoter. These decisions could adversely affect the Platform and the utility of the IDEM Utility Token that you hold.
Unanticipated Risks
Utility Tokens such as the IDEM Utility Token are a new and substantially untested technology. In addition to the risks included in this Exhibit A, there are other risks associated with your purchase, holding and use of Utility Tokens such the IDEM Token, including those that the Promoter cannot anticipate. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit A.
Refund & Dispute Rights
Users who purchase IDEM Tokens directly with a credit or debit card retain the right to dispute charges in accordance with applicable card network rules. Unused tokens may be refunded upon request, subject to verification. Refund requests must be submitted within 30 days of purchase.
This document is not an offering of securities. IDEM Tokens have been reviewed under U.S. utility token frameworks and do not meet the criteria of investment contracts under the Howey Test.