PLEASE READ THESE TOKEN SALE TERMS AND CONDITIONS CAREFULLY. NOTE THAT SECTION 15 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PURCHASE TOKENS AND CEASE ALL PARTICIPATION IN THE TOKEN SALE.
PREAMBLE
idOS Association, with a registered office in Baarerstrasse 43, 6300 Zug, Switzerland ("idOS", “we” or “us”), has as its purpose to directly or indirectly further the growth and development of the open-source idOS (Identity Operating System) Network and the surrounding community, as well as its ecosystem (“Ecosystem”).
idOS intends to issue IDOS Tokens (“Tokens”), as further described below, and offers them for purchase in a community sale (“Token Sale”) under the following terms and conditions (the “T&C” or “Agreement”).
These T&C contain the terms and conditions that govern your purchase of the Token during the Token Sale and define your rights and obligations with respect to the purchased Tokens. These T&C are an agreement made and entered into by and between idOS and you ( “Participant”, “you” or “your”).
By participating in the Token Sale, the Participant agrees and acknowledges that these T&C and all documents incorporated by reference into these T&C constitute a legally binding agreement between idOS and the Participant (each a "Party" and collectively, the "Parties"). By participating in the Token Sale, the Participant agrees and acknowledges that they have read, fully understand, and accept all terms set forth in these T&C.
1. Definitions and Interpretation
1.1. For purposes of these T&C, the following capitalized terms shall have the following meanings:
1.2. Unless a contrary indication appears, any reference in these T&C to:
2. Scope
2.1. These T&C govern the sale by idOS and purchase by the Participant of the Tokens during the Token Sale.
2.2. These T&C specifically do not govern the use of the Tokens in the Ecosystem. For any potential future use of Tokens in connection with the Ecosystem, please refer to the White Paper.
2.3. Nothing in these T&C shall be deemed to constitute a prospectus of any sort, or a solicitation for investment or investment advice; nor does it in any way pertain to an offering or a solicitation of an offer to buy any securities in any jurisdiction. The Tokens are designed as utility tokens within the Ecosystem, only providing access to the functions as described in the White Paper.
3. Eligibility Requirements and Customer Due Diligence
3.1. The Company reserves the right to prohibit any and all sales of Tokens to users domiciled or located in a country or territory it deems as restricted or subject to sanctions or to regulatory requirements regarding Tokens or Token Sale. In particular, the Token Sale is not available to residents, citizens, or persons located in Afghanistan, Algeria, Angola, Belarus, Bolivia, Bulgaria, Burkina Faso, Cameroon, Congo (Democratic Republic of the), Haiti, Iran, Kenya, Korea (North), Laos, Lebanon, Mali, Monaco, Mozambique, Myanmar, Namibia, Nepal, Russia, South Sudan, Syria, Tanzania, Trinidad and Tobago, United Kingdom, Vanuatu, Venezuela, Yemen (“Restricted Jurisdictions”).
3.2. In order to be eligible to participate in the Token Sale, the Participant shall complete, to the satisfaction of idOS, any customer due diligence or know-your-customer process determined by idOS in accordance with applicable anti-money laundering laws and good industry practice (“Customer Due Diligence”).
3.3. As part of the Customer Due Diligence Process, we may, in particular but without limitation, request the Participant to provide information about their identity and the source of their wealth and/or funds. Additionally, if the Participant acts as trustee, agent, representative, or nominee for another person (“Beneficial Owner”):
3.3.1. The Participant shall notify us that they are acting for the Beneficial Owner and provide all information and documentation required or requested relating to that Beneficial Owner;
3.3.2. The Participant represents and warrants to us that they have all requisite power and authority from the Beneficial Owner to execute and perform the obligations under these T&C.
3.4. Any personal data provided by the Participant to us in the course of the Customer Due Diligence will be processed by us according to our privacy policy published at https://www.idos.network/legal/privacy-policy.
3.5. The Participant undertakes to notify idOS immediately if the Participant becomes aware that any information communicated as part of the Customer Due Diligence relating to them or any person for whom they hold the Tokens is no longer accurate or complete in any respect.
3.6. In case idOS determines, at its sole discretion, that the Purchaser did not successfully complete the Customer Due Diligence, idOS will return the Contribution Amount, without interest, to the wallet address from which the Purchaser remitted the funds.
4. Sale and Purchase of Tokens
4.1. idOS intends to distribute a certain amount of Tokens, to be determined at its sole discretion, during the Token Sale. Tokens made available during the Token Sale are not subject to a vesting schedule and will be allocated to the Purchaser as per Section 4.15 below.
4.2. In the event that any of the Tokens made available for purchase during the Token Sale remain unsold or undistributed for any reason, such Tokens may be allocated to the reserve for our use at our sole and absolute discretion.
4.3. A minimum subscription goal may apply to the Token Sale, in which case we will inform you through our communication channels. A maximum subscription goal may also apply to the Token Sale, in which case we will inform you through our communication channels, and if a maximum subscription goal applies and is eventually reached, from such moment onwards, we reserve the right to not accept any more Participants or contributions.
4.4. The Token Sale will commence and end in accordance with the dates and times stated on the App and/or Website (as may be updated from time to time) or otherwise communicated by us. We reserve the sole discretion to adjust such dates and times as we deem fit from time to time.
4.5. The final price per Token during the Token Sale may be influenced by factors such as interest in the idOS protocol and the Ecosystem, comparable sales, economic circumstances, and the participation rate in the Token Sale. idOS may adjust the price depending on the participation rate in the Token Sale at its sole discretion. In any case, the final price will be communicated to Purchasers in advance, on the App and/or Website (as may be updated from time to time) or by other means of communication determined by us. The price per Token is exclusive of all applicable taxes (including, without limitation, sales, use, withholding, and income tax, but excluding tax on the net income of idOS).
4.6. Any minimum and maximum purchase for each transaction during the Token Sale, if applicable, shall be as stated on the Website and/or App (as may be updated from time to time).
4.7. idOS may, in its sole discretion, suspend the Token Sale at any time for security or maintenance reasons or if required by the applicable laws. Any suspension of the Token Sale shall be deemed to commence immediately from the date and time specified in the notice published by us on the Website and/or App or by other means of communication determined by us in our discretion. idOS shall have the right to modify, at its sole discretion, any of the dates and times referred to in these T&C and the Website and/or App, to account for such period of suspension.
4.8. The Token Sale may be canceled by idOS, in its sole discretion, including in any of the following circumstances:
4.8.1. any change occurs to relevant networks, which, in the opinion of idOS, is likely to materially prejudice the success of the Token Sale or the development of the Ecosystem;
4.8.2. idOS considers that there are security reasons for canceling the Token Sale;
4.8.3. If the cancellation of the Token Sale is required by the applicable laws;
4.8.4. The Token Sale or idOS is required by the applicable laws to be licensed or approved, or fundamentally restructured; and
4.8.5. The Token Sale is suspended due to any Force Majeure Event, and idOS cannot reasonably expect the Token Sale to be resumed within thirty (30) days.
4.9. Any cancellation of the Token Sale shall be deemed to commence immediately from the date and time specified in the notice published by idOS.
4.10. During any period of suspension or in the event that the Token Sale has ended or been canceled, idOS will not be able to receive or accept any payment for the Tokens. Accordingly, any Participant who attempts to pay idOS for any purchase of the Tokens during such period risks losing their entire payment, and idOS will neither be responsible nor liable for recovering or returning any such payment, except as expressly set out in this Agreement or applicable law, nor be liable for any losses incurred by the Participant in respect of the foregoing.
4.11. A Participant may purchase the Tokens directly from idOS during the Token Sale through the App or such other method or location as we may specify.
4.12. In order to purchase the Tokens during the Token Sale, unless specified by us in writing, the Participant must, among other requirements at our sole discretion, as we may communicate from time to time:
4.12.1. Register for the Token Sale in accordance with the procedures set out on the Website and/or App;
4.12.2. Complete the Customer Due Diligence to the satisfaction of idOS;
4.12.3. Comply with these T&C and all relevant instructions of idOS as provided on the Website and/or App or otherwise notified to the Participant from time to time; and
4.12.4. Maintain a fully operational and valid wallet address that complies with the requirements prescribed by us and whose address has been whitelisted by idOS (“Wallet”). The Participant acknowledges and agrees that it is their sole responsibility to ensure that their wallet is technically compatible with the Tokens. idOS reserves the right, at its sole discretion, to specify additional or alternative wallet requirements at any time.
4.13. During the Token Sale, unless otherwise indicated by us in writing, the Contribution Amount shall be payable in USDC only. All payments for the Tokens must be made in accordance with the payment instructions specified by us or by the platform used by us for the Token Sale (if applicable), in writing, whether on the Website and/or App or otherwise, failing which, (i) the Participant bears the risk that we may not receive the payment of the Contribution Amount, and such payment shall be regarded as invalid, and (ii) we shall owe no obligation to the Participant.
4.14. Each Participant shall comply with these T&C (in particular, the provisions in this Clause 4). idOS shall not be liable for any delays, losses, costs, non-delivery of the Tokens, or other issues arising from any non-compliance, act, or omission on the part of the Participant or from any circumstances beyond idOS’s reasonable control. In particular, but without limitation, idOS is under no obligation to issue any replacement Tokens if any Token or private key to any Wallet is lost, stolen, malfunctioning, destroyed, or otherwise inaccessible for any reason, nor to refund the Participant for the price of the Tokens in such cases.
4.15. Subject to these T&C, the Participants will be allocated the purchased Tokens on a date determined by us at our discretion (“Token Distribution Date”). The Token Distribution Date shall take place after the completion of the Token Sale and issuance of the Tokens, as determined by idOS in its sole and absolute discretion. In any case, idOS will communicate the Token Distribution Date in advance on its Website, App, or by other means of communication determined by us in our discretion. Purchasers will receive their Tokens either via a claim system (claim function linked to a smart contract) or automatically via a smart contract-based distribution.
4.16. The Participant further understands that they are solely responsible for implementing and maintaining adequate security measures for purchasing, storing, and using the Tokens, including the safekeeping of any private keys, identification, or access credentials of the Participant's Wallet. In particular, the Participant understands that in case the Participant loses access to the address (or wallet), the Tokens would be unrecoverable and permanently lost.
4.17. Participants may also participate, in connection with the Token Sale, in the Token Sale Referral Program (the “Referral Program”), which is entirely voluntary. Participation in the Referral Program may be considered by idOS as an eligibility criterion for participation in Aidrops conducted by idOS (“Aidrop(s)”). By choosing to participate, Participant hereby also agrees to the Terms that apply to Airdrops and acknowledges that they participate at their own discretion and risk. idOS does not require or mandate participation in the Referral Program. Participation in the Referral Program does not create any form of agency, partnership, joint venture, employment, or fiduciary relationship between the referring participant (“Referrer”) and idOS. The Referrer shall not present themselves as an employee, representative, or agent of idOS or claim to have authority to make representations or commitments on behalf of idOS. Referrers must ensure that any communication made in connection with the Referral Program:
4.18. Referrers shall not engage in any conduct or communication that could harm, mislead, or bring into disrepute idOS, the idOS Association, or the Ecosystem. idOS disclaims all responsibility for any statements, communications, or representations made by Referrers. idOS does not endorse, monitor, or control the content shared by Referrers. We shall not be liable for any claims, losses, or damages arising out of or in connection with any third-party communications, referrals, or promotional activity conducted by Referrers. Referrers are solely responsible for ensuring that their participation in the Referral Program complies with all applicable laws, including but not limited to consumer protection, data protection, and advertising standards. idOS makes no representation that participation is lawful in any particular jurisdiction. Any participation that violates these obligations may result in immediate exclusion from the Referral Program and Airdrops. idOS reserves the right to modify, suspend, or terminate the Referral Program at any time, without notice, including the terms governing eligibility, Airdrops, or conduct.
5. Refunds
5.1. All purchases of the Tokens from us during the Token Sale are final and shall not give rise to any refund, except to the extent mandatorily required by Regulation (EU) 2023/1114, as set out in the White Paper.
6. The Ecosystem and the Tokens
6.1. The Participant acknowledges that at the time of the Token Sale, the Ecosystem has not been fully developed. The Participant acknowledges that there is a risk that the development of the Ecosystem may fail or be significantly hampered at any stage. The Participant further acknowledges being aware of the stage of development of the Ecosystem and the risks associated with the purchase of Tokens, in particular, but without limitation, those outlined in the White Paper.
6.2. The Ecosystem will be initially developed by us and/or an affiliate of idOS or by partners of idOS (collectively the “Service Providers”). We will not necessarily maintain the Ecosystem, and we will not be responsible or liable for the Ecosystem or any third-party uses of the Ecosystem.
6.3. Tokens do not represent or grant any ownership, equity, debt, security, management, or similar rights, nor do they entitle holders to receive revenue shares, intellectual property rights, or any other form of participation in the Ecosystem, idOS, the Service Providers, or their affiliates.
6.4. The Tokens are initially created under a technical standard on a protocol determined by us at our discretion, as communicated to you by us in the White Paper.
6.5. idOS may, where technically necessary or materially beneficial to the continued secure operation of the Ecosystem, migrate the Tokens to another protocol and issue equivalent replacement Tokens, provided that such migration complies with applicable law. In such a case, we will notify all Token holders and provide instructions for exchanging their Tokens for the replacement tokens.
6.6. Although idOS does not at this time anticipate that it will require any Token holders to convert their Tokens to replacement Tokens, idOS anticipates there will be significant incentives for Token holders to do so in case replacement Tokens are created, since the practical utility of Tokens will likely diminish rapidly once the replacement Tokens are created and in use by a significant portion of Ecosystem participants. Accordingly, by accepting these T&C, the Participant acknowledges and agrees that in order for the Participant to continue to participate in the Ecosystem or obtain utility from the Tokens, the Participant may need to convert the Tokens the Participant purchased during the Token Sale to replacement Tokens in the future.
7. Transfer of Tokens and Assignment
7.1. The Participant may transfer Tokens once allocated to third parties without idOS’s consent.
7.2. Any obligations or covenants of idOS in these T&C are solely obligations or covenants to the Participant in its capacity as Participant in the Token Sale. Such obligations or covenants may not attach or transfer with the transfer of any Tokens. The Participant may not assign any of their rights or transfer any of their rights or obligations under these T&C.
7.3. We may, without notice to the Participant, freely assign, delegate, sub-contract, or otherwise transfer our rights and obligations under these T&C.
8. Taxes
8.1. The Participant hereby agrees to be fully responsible for its own tax affairs, including, without limitation, any tax liability associated with or arising from the purchase of the Tokens. Accordingly, the Participant shall be solely responsible for calculating, collecting, declaring, bearing and paying all taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with the Participant’s participation in the Token Sale and the receipt, holding, use, purchase or trading of the Tokens.
8.2. Save to the minimum extent required by the applicable laws, we shall have no responsibility to collect, report, or remit any applicable taxes in connection with these T&C, the Token Sale, and the Tokens.
8.3. The Participant must provide all information requested by us or which may be necessary for determining the taxation status of payments made by us, including information evidencing the tax residency of the Participant. The Participant warrants that all such information is, and shall remain, true, accurate, complete, and up to date, and undertakes to promptly notify idOS of any changes affecting its accuracy or completeness.
8.4. The Participant hereby agrees to fully indemnify, defend and hold the Protected Parties harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liabilities arising out of or in connection with the foregoing obligations, or otherwise with respect to any claim, demand, or allegation relating to any tax liability, assessment, or obligation arising out of or in connection with these T&C, the Token Sale and the Tokens.
9. Representations and Warranties
9.1. Each Party represents and warrants to the other:
9.1.1. To have full power and capacity to enter into the T&C and perform all of their obligations hereunder;
9.1.2. If the Party is a legal entity, to be incorporated and validly existing under the applicable laws;
9.1.3. That these T&C constitute legal, valid, and binding obligations on the Party.
9.2. The Participant agrees and acknowledges that:
9.2.1. The Participant is aware (i) that there is the risk of project failure at any stage of development and lifecycle of the Ecosystem and (ii) of risk factors that may have significant adverse effects on the deployment, maintenance, and continuous operation of the Ecosystem;
9.2.2. The Participant has been comprehensively informed about the state of development of the Ecosystem and of the risks and uncertainties entailed in the purchase of the Tokens;
9.2.3. The Tokens do not constitute securities of any form, units in a business trust, units in a collective investment scheme, or any other form of investment, or e-money in any jurisdiction;
9.2.4. The Tokens do not represent a debt or equity interest in idOS, and a purchase of Tokens is not akin to making an investment in or with idOS;
9.2.5. No public market may exist for the Tokens, and idOS makes no assurances that a public market will ever exist for the Tokens.
9.3 The Participant warrants and represents that:
9.3.1. The Participant is of a sufficient age to legally obtain Tokens;
9.3.2. The Participant is legally permitted to contribute to the Ecosystem;
9.3.3. The Participant is not obtaining or using the Token for any illegal purposes;
9.3.4. The Participant is purchasing Tokens solely for the purpose of participating in the Ecosystem and supporting the further development, testing, deployment, and continuous operation of the Ecosystem. The Participant is not purchasing Tokens for any other purposes, including, but not limited to, any investment, speculative, or financial purpose.
9.3.5. The Participant is not subject to the laws of any jurisdiction the laws of which prohibit, restrict, curtail, hinder, impair, conflict, or otherwise adversely affect the purchase of the Tokens;
9.3.6. Neither the Participant, nor any of its subsidiaries, any of its directors, officers, employees, agents, or any other person acting on behalf of the Participant or any of its subsidiaries, is an individual or entity that is, or is owned or controlled by, an individual or entity that:
9.3.6.1. is listed as a designated individual or entity under the European Union Consolidated List of Sanctions;
9.3.6.2. is currently the subject of any sanction administered by the United States Office of Foreign Assets Control of the United States Department of the Treasury ("OFAC") or any other United States government authority, is not designated as a "Specially Designated National" or "Blocked Person" by OFAC or subject to any similar sanctions or measures imposed or administered by the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom or similar sanctions administered or imposed by any other country (collectively, the "Sanctions");
9.3.6.3. is located, organized, or resident in a country or territory that is the subject of such Sanctions; or
9.3.6.4. has engaged in and is not now engaged in any dealings or transactions with any government, person, entity, or project targeted by, or located in any country or territory, that is or was the subject of any Sanctions;
9.3.6.5. is a Senior Political Figure, or any Immediate Family or Close Associate of a Senior Political Figure;
9.3.6.6. The Participant has experience with and a deep understanding of the operation, functionality, usage, storage, transmission mechanisms, and other material characteristics of blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology, and smart contract technology.
9.3.7. The Participant understands and accepts that the Contribution Amount is not subject to any form of interest or guarantees any form of returns or (full or partial) redemption of the contributed amounts. In addition, the Participant understands and accepts that Tokens have no physical underlying and that no digital representation will be allocated to the Participant.
9.3.8. The Participant acknowledges and agrees that the Tokens do not represent or constitute any ownership right or stake, debt instrument, share or security, or equivalent right in or relating to idOS, the Ecosystem, and/or any software or Intellectual Property Rights thereto. The Participant understands that the contribution to idOS and the allocation of Token do not involve the purchase of shares or any equivalent in any existing or future public or private company, corporation, or other entity in any jurisdiction.
9.3.9. Any potential allocation of Tokens by idOS shall be subject to the successful deployment of the Ecosystem and the creation of the Tokens, as determined at the sole discretion of idOS. idOS makes no representations or warranties regarding the timing, feasibility, or certainty of such deployment or Token creation. Unless expressly stated otherwise in these T&C, if the Ecosystem is not deployed, or the Tokens are not created or delivered for any reason, the Participant shall not be entitled to any compensation, refund, or any other claim, whether contractual, statutory, or otherwise. The Participant expressly acknowledges that entering into this Agreement does not confer any enforceable right to receive any Tokens.
9.3.10. The Participant has read and understands the information on the risks outlined herein and in the White Paper.
9.3.11. The Participant does not act on behalf of any third party.
9.4. Except as otherwise expressly provided in this T&C, neither Party makes any representation or extends any warranty of any kind, either express or implied, to the other Party with respect to any technology or other subject matter of this T&C and hereby disclaims, to the fullest extent permissible by the applicable law, all implied warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property rights of third-parties with respect to any and all of the foregoing. In particular, the Participant agrees and acknowledges to purchase the Tokens on an “as is” and “under development” basis. Accordingly, to the maximum extent permissible by applicable law, idOS expressly disclaims all implied warranties as to the Tokens and/or the idOS Protocol and/or the Ecosystem, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (ii) the idOS does not warrant that the Tokens are reliable, current or error-free, meet Participant’s requirements, or that defects in the Tokens and/or the idOS Protocol and/or the Ecosystem will be corrected; and (iii) the idOS cannot and does not warrant that the Tokens, the idOS Protocol, and/or the Ecosystem, or the delivery mechanism for Tokens are free of viruses or other harmful components.
9.5. The Participant undertakes to notify us immediately if the Participant becomes aware that any of the representations, declarations, or statements in this T&C, in particular but without limitation, those in this Clause 9, are no longer accurate and complete in all respects.
10. Risks
The Participant understands and accepts the risks connected to Tokens. In particular, but not exhaustively, the Participant understands the inherent risks listed hereinafter. BY ENTERING INTO THESE T&C, THE PARTICIPANT EXPRESSLY ACKNOWLEDGES AND ASSUMES THESE RISKS.
Token Sale Related Risks
10.1. Complexity Risk: The user interface may be too technical for potential Token holder to understand how to engage with the Token Sale. For example, a potential Token holder may not understand transaction verification challenge can be successfully completed.
10.2. Accessibility Risk: Potential Token purchasers understand that their wallet may not be compatible with the Token Sale venue’s website. They are invited to check the technical requirements.
10.3. Technical Risk: Potential Token purchasers understand Token Sale interface experiences downtime. There is a risk the Token Sale interface does not adequately or fully recover from a recovery process and transactions are either incomplete or partially incomplete.
10.4. Custody Risk: Potential Token purchasers understand that the Token Sale rely on third-party services such as custodian which are required under article 10 of MiCA to safeguard the funds or crypto-assets raised during the offer. These providers may be susceptible to security breaches, operational failures, and regulatory non-compliance, or bankruptcy which could lead to the loss or theft of the crypto-assets or funds or result in the crypto-assets or funds becoming part of the custodian’s bankruptcy estate.
10.5. AML / CFT Risk: Potential Token purchasers may fail to successfully pass anti money laundering (AML) and counter-terrorist financing (CFT) checks and may be subsequently excluded from the public sale.
10.6. Unanticipated Risk: In addition to the risks outlined in this Section, unforeseen risks may arise. Additionally, new risks could emerge as unexpected variations or combinations of the risks discussed in these Sections.
Token Issuer Related Risks
10.7. Abandonment / Lack of Success Risk: This is the risk that the activities of idOS must be partially or totally abandoned for several reasons, including, but not limited to, lack of interest from the public, lack of funding, incapacitation of key developers and project members, force majeure (including pandemics and wars) or lack of commercial success or prospects.
10.8. Project Change Risk: The project of idOS, for which the idOS Protocol serves as the implementation, may evolve over time. This could involve pivoting from its original vision or modifying how that vision is executed. Such changes may be driven by market conditions, regulatory developments, technological advancements, or strategic decisions by the project’s team. While adaptation can foster innovation and resilience, it also introduces risks, including shifts in value proposition and potential misalignment with prior expectations.
10.9. No Protocol Control Risk: The idOS Protocol may not be operated or controlled by idOS. Should potential Token holders interact with the idOS Protocol, they are engaging directly with the idOS Protocol and potentially with third parties that have no relationship to idOS. This means idOS does not oversee or manage these interactions, nor does it assume responsibility for any outcomes that may arise.
10.10. Withdrawing Partners Risk: This is the risk that tidOS faces in its business relationships with one or more third parties. The implementation of the idOS Protocol depends strongly on the collaboration and functioning of services provided by several third parties and other crucial partners. Loss or changes in the project’s leadership or key partners can lead to disruptions, loss of trust, or project failure. The idOS cannot guarantee that the idOS Protocol and the related project will be successfully developed and deployed.
10.11. Legal and Regulatory Compliance Risk: Crypto-assets and blockchain-based technologies are subject to evolving regulatory landscapes worldwide. Regulations vary across jurisdictions and may be subject to significant changes. This could lead to changes with respect to offering or trading of the Token and increase idOS’s costs and/or obligations in offering or admitting the Token for trading. Changes in laws or regulations may negatively impact the value, legality, or functionality of the Token. Non-compliance can result in investigations, enforcement actions, penalties, fines, sanctions, or the prohibition of the trading of the Token, impacting its viability and market acceptance. The idOS could also be subject to private litigation.
10.12. Operational Risk: Any failure to develop or maintain effective internal control or any difficulties encountered in the implementation of such controls, or their improvement, could harm the business of idOS, causing disruptions, financial losses, or reputational damage.
10.13. Industry Risk: idOS is and will be subject to all the risks and uncertainties associated with any new venture, visionary projects, including the risk that idOS will not be able to realize its purpose or vision about the idOS Protocol and the project. Other projects may have the same or a similar vision as the idOS. Many of such other projects are profit-oriented, substantially larger, and have considerably greater financial, technical, and marketing resources than idOS does, and thus may attract more participants than the idOS Protocol, the project, and the Ecosystem initiated by idOS.
10.14. Reputational Risk: idOS faces the risk of negative publicity, whether due, without limitation, to operational failures, security breaches, or association with illicit activities, all of which can damage the idOS’s reputation and, by extension, the value and acceptance of the Token.
10.15. Competition Risk: There are several other crypto-assets and projects, and new competitors may enter the market at any time. The effect of new or additional competition on the Token or its market price cannot be predicted or quantified. Competitors may have significantly greater financial and legal resources than idOS, and there is no guarantee that idOS will be able to compete successfully, or at all, with such competitors. Moreover, increased competition may severely impact the profitability and creditworthiness of idOS.
10.16. Unsolicited Admission to Trading Risk: Third parties can elect to support Tokens on their Trading Platforms without any request nor authorization, or approval by idOS or anyone else. As a result, Token integration on any third-party platform does not imply any endorsement by idOS that such third-party services are valid, legal, stable, or otherwise appropriate.
10.17. Unanticipated Risk: In addition to the risks outlined in this Section, unforeseen risks may arise. Additionally, new risks could emerge as unexpected variations or combinations of the risks
discussed in these Sections.
Crypto-Assets-Related Risks
10.18. Market Risk: Crypto-assets, including the Token, are highly volatile and can experience significant price swings in short periods, increasing the risk of sudden and substantial losses. Such valuation risk arises as the market value of a crypto-asset may not always reflect its underlying utility or fundamentals and is subject to subjective assessment. Potential Token holders are thus exposed to potential for losses due to the Token’s: (i) Potential fluctuations in value, driven by various factors such as supply and demand dynamics, investor sentiment, and broader market trends, incl. changes in interest rates, general movements in local and international markets technological advancements, regulatory changes, and media coverage. Notably, momentum pricing of crypto-assets has previously resulted, and may continue to result, in speculation regarding future appreciation or depreciation in the value of such assets, further contributing to volatility and potentially inflating prices at any given time; (ii) Liquidity risk, where a lack of depth in secondary markets – if any – or limited trading volumes can hinder the ability to execute trades at favorable prices, which could lead to significant losses, especially in fast-moving market conditions. As a result, holders of Tokens may experience challenges in managing their holdings, with the value of the asset subject to unpredictable fluctuations and potential depreciation; (iii) Solvency and collateral risk, if the Token is used to finance further activities, especially in leveraged positions or as collateral for loans. Significant fluctuations in the value of the Token could adversely affect the solvency of its holder particularly if the Token is pledged as collateral. A drastic decline in its value may trigger margin calls or automatic liquidations, which could further depress the Token's price, creating a negative feedback loop. This volatility poses the risk of forced asset sales, potentially resulting in substantial losses for the holder and amplifying downward pressure on the market price of Tokens.
10.19. Custodial Risk: The method chosen to store Tokens, like any crypto-asset, carries inherent risks related to the security and management of the storage solution. The chosen storage method—whether hot or cold wallets, or centralized custody—can significantly impact the safety, liquidity, and accessibility of Tokens, with direct consequences for the holder's ability to access, trade, or retain their assets.
10.20. Scam Risk. This is the risk of loss resulting from a scam or fraud suffered by Token holders from other malicious actors. These scams include – but are not limited to – phishing on social networks or by email, fake giveaways, identity theft of idOS or its management body, creation of fake Tokens, offering fake Token airdrops, among others.
10.21. Anti-Money Laundering/Counter-Terrorism Financing Risk: This is the risk that crypto-asset wallets holding Token or transactions in Token may be used for money laundering or terrorist financing purposes or identified to a person known to have committed such offenses. There is thus a risk that a public address holding Tokens could be flagged in relation to Anti-Money Laundering or Counter- Terrorism Financing efforts. In such cases, receiving Tokens could result in the holder’s address being flagged by relevant authorities, Exchanges, or other service providers, which may lead to restrictions on transactions or the freezing of assets. Consequently, holders of Tokens may face legal or regulatory challenges if their address becomes associated with illicit activities, impacting their ability to freely access, trade, or transfer their Tokens.
10.22. Taxation Risk: The taxation regime that applies to the trading of Tokens by either individual holders or legal entities will depend on each potential Token holder’s jurisdiction. idOS cannot guarantee that the holding of Tokens, the reception of the Token, conversions of fiat currency against Tokens, or conversions of the crypto-assets against Tokens will not incur tax consequences. It is the potential Token holder’s sole responsibility to comply with all applicable tax laws, including, but not limited to, the reporting and payment of income tax, wealth tax, or similar taxes arising in connection with the appreciation and depreciation of the Token.
10.23. Market Abuse Risk: The market for crypto-assets is rapidly evolving, spanning local, national, and international platforms with an expanding range of assets and participants. Any market abuse, along with a potential loss of confidence among holders, could adversely impact the value and stability of the Token. Notably: (i) Significant trading activity may take place on systems and platforms with limited oversight and predictability. Sudden and rapid changes in the supply or demand of a crypto-asset, particularly those with low market capitalization or low unit prices, can result in extreme price volatility; (ii) Additionally, the inherent characteristics of crypto-assets and their underlying infrastructure may be exploited by certain market participants to engage in abusive trading practices such as front-running, spoofing, pump-and-dump schemes, and fraud across different platforms, systems, or jurisdictions.
10.22. Legal and Regulatory Risk: There is a lack of regulatory harmonization and cohesion globally, which results in diverging regulatory frameworks and possible further regulatory evolutions in the future. These could negatively impact the value, utility, and overall viability of the Token and, in extreme cases, force the idOS to cease operations. Notably: (i) While the Token does not create or confer any contractual or other obligations against any party, certain non-EU regulators may nevertheless classify them as securities, financial instruments, or payment instruments under their respective legal frameworks. Such classifications could impose specific regulatory constraints, leading to significant changes in how the Token is structured, issued, purchased, or traded. Evolving regulations could substantially increase the Association’s compliance costs and operational burdens related to facilitating transactions in the Token; (ii) New or restrictive regulations could result in the Token losing functionality, depreciating in value, or even becoming illegal or impossible to use, buy, or sell in certain jurisdictions; (iii) Regulators could take enforcement action against idOS if they determine that the Token constitutes a regulated instrument or that idOS’s activities violate existing laws. Such actions could expose the idOS, its affiliates, directors, and officers to legal and financial penalties, including civil and criminal liability.
10.23. Unanticipated Risks: In addition to the risks outlined in this Section, unforeseen risks may arise. Additionally, new risks could emerge as unexpected variations or combinations of the risks discussed in these Sections.
Project Implementation-Related Risks
10.24. Novel Ecosystem Risk: The potential Token holder understands and acknowledges that the Ecosystem, as evolving around the idOS Protocol, is built on emerging and rapidly evolving technologies, which inherently carry significant risks. The underlying software, blockchain infrastructure, smart contracts, and related technologies are still in their early stages of development, meaning there is no guarantee that the process of receiving, using, or holding Tokens will be uninterrupted or error-free. As with any novel technology stack, there is an inherent risk that the underlying blockchain, smart contracts, or associated components may contain weaknesses, vulnerabilities, or bugs, despite audits being conducted. Such issues could lead to unintended behaviors, security breaches, or critical failures, potentially resulting in the partial or complete loss of Tokens or their functionality. Additionally, unforeseen technical limitations, incompatibilities, or the emergence of superior alternatives could further impact the stability, security, and long-term viability of the ecosystem.
10.25. Withdrawing Partner Risk: The potential Token holder understands and accepts that the feasibility of the idOS Protocol as a whole depends strongly on the collaboration of services providers and other crucial partners. The potential Token holder therefore understands that there is no assurance that the idOS Protocol as a whole will be successfully implemented.
10.26. Suitability Risk: (i) The idOS Protocol will be deployed on an "as is" and "as available" basis, with reasonable level of care but without warranties of any kind, and idOS expressly disclaims all implied warranties as to the Token, the idOS Protocol including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; (ii) the idOS does not warrant that the Token and/or, the idOS Protocol are reliable, current or error-free, meet the Token’s requirements, or that defects in the Token and/or the idOS Protocol will be corrected; and (iii) the idOS cannot and does not warrant that the Token, the software code of the Token smart contracts, or the delivery mechanism for Token or the idOS Protocol, are free of viruses or other harmful components.
10.27. Unanticipated Risks: In addition to the risks outlined in this Section, unforeseen risks may arise. Additionally, new risks could emerge as unexpected variations or combinations of the risks discussed in these Sections.
Technology-Related Risks
10.28. The idOS and its affiliate, directors and officers shall not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether reasonably foreseeable by them and the potential Token holder, and which the potential Token holder, may suffer, sustain, or incur, arising out of or relating to the technical risks outlined below or a combination thereof.
10.29. General Cybercrime Risk: The potential Token holder acknowledges that, despite best efforts to enhance security, the technological components supporting the Token— including its blockchain infrastructure, smart contracts, and wallets—may be vulnerable to cyberattacks. Malicious actors may exploit software vulnerabilities, attack consensus mechanisms, or compromise private keys to gain unauthorized access to Tokens. Risks include hacking attempts on the Protocol, smart contract exploits, phishing attacks, malware infections, and other forms of cybercrime that could result in the theft, loss, or unauthorized transfer of Tokens. Since digital assets exist entirely in a technological environment, they are inherently exposed to evolving cyber threats, some of which may be undetectable or irreparable until after significant damage has occurred.
10.30. Blockchain-Level Risk: The potential Token holder understands and accepts that, as with other blockchains, the blockchain used for the issuance of the Token could be susceptible to consensus-related attacks, including but not limited to double-spend attacks, DDoS attacks, majority validation power attacks, censorship attacks, and byzantine behavior in the consensus algorithm, Sybil attacks or be subject to forks. Any successful attack or fork presents a risk to the Token, the expected proper execution and sequencing of Token-transactions and the expected proper execution sequencing of contract computations as well as the token balances in the wallet of the potential Token holders.
10.31. Smart Contract-Level Risk: The issuance and transfers of Tokens rely on smart contracts deployed on a blockchain network, which introduce specific technical and security risks. Smart contracts are self-executing, meaning any vulnerabilities, coding errors, or unforeseen logic flaws in the issuance contract could result in unintended consequences, such as the incorrect distribution of tokens, loss of funds, or permanent locking of tokens. Additionally, smart contracts are exposed to potential exploits, including hacking attempts, reentrancy attacks, and other forms of malicious activity that could compromise the security of the issuance process. Once deployed, the smart contract governing the issuance of Tokens cannot be easily altered or corrected, meaning any discovered vulnerabilities may be difficult or impossible to fix without significant coordination, community approval, or even a network fork. Furthermore, changes to the underlying blockchain protocol—such as updates to consensus mechanisms, transaction processing rules, or gas fee structures—could affect the functionality or cost efficiency of the issuance smart contract. These risks could lead to disruptions in token issuance, security breaches, or a loss of confidence in the ecosystem, potentially impacting the Token's value and usability.
10.32. Protocol-Level Risk: It cannot be excluded that any technical failure, malfunction, attack, upgrade, or vulnerability within the idOS Protocol could directly or indirectly impact the value of the Token. The idOS Protocol could be subject to critical exploits, such as reentrancy attacks, logic errors, or oracle manipulation, which could lead to unintended token transfers, assets being drained from the system, or Tokens being irretrievably lost. Fixing such issues may require significant coordination, governance approval, or even disruptive measures such as protocol migrations or forks, none of which are guaranteed to be successful. The Supply chain for the encryption technology used by the idOS Protocol may be infiltrated by nefarious actors to gain privileged access to the Protocol. The idOS Protocol could require an upgrade (for example, without limitation, to address a security concern), which could lead to a temporary halt of the idOS Protocol or cause unforeseen disruptions to transactions on the idOS Protocol.
10.33. Third-Party Risk: Crypto-assets such as the Token often rely on third-party services such as exchanges and wallet providers for trading and storage. These providers can be susceptible to security breaches, operational failures, and regulatory non-compliance, which can lead to the loss or theft of crypto-assets. The idOS Protocol encapsulates young technologies, which is why there is no warranty that the process for receiving, using, and holding the Token will be uninterrupted or error-free and that there is an inherent risk that the underlying blockchain, the smart contracts thereon, as well as any related technologies or concepts could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of Token or its functionality.
10.34. Unanticipated Risks: In addition to the risks outlined in this Section, unforeseen risks may arise. Additionally, new risks could emerge as unexpected variations or combinations of the risks discussed in these Sections.
11. Limitation of Liability and Indemnification
11.1. In case of claims that are based on intent or gross negligence on idOS’s part, its legal agents, representatives, or employees, idOS is liable according to the provisions of applicable law.
11.2. Except as expressly provided in Clause 11.1 and Clause 11.4, and to the maximum extent permitted by applicable law, idOS, its legal representatives, agents, and employees shall not be liable for any loss or damage arising out of or in connection with these T&C, the Token Sale, or the use, acquisition, holding, transfer, or non-delivery of Tokens, whether in contract, tort, or otherwise. In particular, idOS shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, loss of profit, loss of business, loss of data, loss of goodwill, or any other economic or non-economic loss, even if idOS has been advised of the possibility of such damages. Liability for simple or ordinary negligence is excluded. Any remaining liability of idOS shall in any case be limited to the amount actually paid by the Participant for the Tokens under these T&C.
11.3. The limitations pursuant to the preceding Clauses 11.1 and 11.2 also apply to idOS’s legal representatives, legal agents, or employees, if claims are asserted directly against them.
11.4. Liability for a culpable damage to life, body, and health, and liability remains unaffected by the preceding limitations.
11.5. To the fullest extent permitted by applicable law, the Participant shall indemnify, defend, and hold harmless idOS, its current and former members, directors, officers, employees, contractors, consultants, affiliates, subsidiaries, service providers, agents, representatives, successors, and assigns (collectively, the “idOS Indemnified Parties”) from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable legal and professional fees) arising out of or in connection with:
(a) the Participant’s acquisition, holding, use, transfer, or disposal of Tokens under these T&C;
(b) any breach or non-performance by the Participant of these T&C, including any representation, warranty, covenant, or undertaking contained herein;
(c) any violation by the Participant of applicable laws, regulations, or third-party rights, including, without limitation, any breach of anti-money laundering, tax, or sanctions obligations; or
(d) any negligent, fraudulent, or unlawful act or omission by the Participant in connection with participation in the Token Sale.
idOS reserves the right, at its sole discretion and at the Participant’s sole cost and expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Participant. The Participant shall cooperate fully with idOS in the defense of any such claim and shall not settle any claim without idOS’s prior written consent. The indemnities provided under this Clause 10.6 are cumulative and in addition to, and shall not be deemed to limit or exclude, any other rights or remedies available to idOS under applicable law or equity.
12. Data Protection
12.1. idOS collects and stores the Participant’s data necessary for the implementation of these T&C. When processing personal data, idOS complies with the applicable statutory provisions, as further detailed in idOS’s privacy policy published at: https://www.idos.network/legal/privacy-policy.
12.2. idOS’s Data Processing and Transfer Agreements, which contain all versions of the EU standard contractual clauses, the UK International Data Transfer Agreement, and other Data Protection Agreements, automatically become part of all agreements concluded with idOS, and are available here: https://www.idos.network/legal/data-protection. By entering into an agreement with idOS, the Participant automatically agrees to the applicable Appendix to the individual relationship of idOS’s Data Processing and Transfer Agreements, as set forth under section 7 of the Company’s privacy policy published on its website. Any changes idOS makes to these terms apply automatically, so the Participant needs to review this from time to time.
13. Intellectual Property Rights
13.1. All Intellectual Property Rights in and to the Website, the App, the Ecosystem, and the Tokens, project documentation, the smart contracts, including their constituent elements, shall at all times belong to idOS and the respective third-party proprietors as the case may be. Under no circumstances shall these T&C be construed as granting, by implication, estoppel or otherwise, a license to any Intellectual Property Rights or components thereof other than as specifically granted in Clause 12.2.
13.2. idOS grants each Participant a limited permission to copy electronically and to print in hard copy the White Paper, these T&C, and portions of any other document relating to the Token Sale, which is presented on the Website and/or the App for the sole purpose of purchasing and managing any purchase of the Tokens. All other use of the foregoing materials without the prior written permission of idOS is strictly prohibited.
14. Termination
14.1. idOS reserves the sole and absolute discretion to terminate the T&C entered into by the Parties pursuant to these T&C at any time, for any reason, by giving notice to the Participant or by publishing a notice on the Website and/or App.
14.2. The termination of the T&C entered into by the Parties pursuant to these T&C for any reason shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination. Further, on termination, provisions in these T&C which are by their nature intended to survive shall continue in full force and effect.
15. Miscellaneous
15.1. Prohibition to set off. The Participant does not have the right to set off any claim, unless such claim has been finally and non-appealably established.
15.2. Notices. Unless otherwise specified, contractual notifications, declarations, and documentation under this T&C require at least text form, e. g. e-mail, publications on the Website and/or App, and are effective on the date received (unless the notice specifies a later date). The Participant agrees and acknowledges that all agreements, notices, disclosures, and other communications that idOS provides to it, including these T&C, will be in electronic form.
15.3. Amendment. idOS may, at its sole and absolute discretion, amend any of these T&C, any terms incorporated by reference into these T&C, and the White Paper from time to time with or without notice to any person by posting the amended document or the link to the amended document on the Website and/or App. The amended document shall become effective immediately from the time of posting. Verbal collateral agreements do not exist.
15.4. Severance. In case one or more of the provisions contained in these T&C, including their Annexes, shall, for any reason, be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of these T&C as a whole. The invalid, illegal, or unenforceable provision shall be replaced by a valid, legal, and enforceable provision that in legal and economic terms comes closest to what the Parties would have intended if they had been aware of the invalidity, illegality, or unenforceability of such provision.
15.5. Entire Agreement. These T&C (and the documents referred to herein) set forth their entire agreement with respect to the sale and purchase of the Tokens during the Token Sale. These T&C shall supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the Parties, whether written or not, relating to its subject matter. HOWEVER, PURCHASES OF TOKENS MADE DURING OTHER STAGES OF THE SALE OF TOKENS ARE SUBJECT TO THE TERMS OF THE AGREEMENTS ENTERED INTO BETWEEN idOS AND THE PURCHASERS. THESE T&C ONLY GOVERN THE PURCHASE OF TOKENS DURING THE TOKEN SALE.
15.6. Force Majeure. We shall not be in breach of these T&C or liable for delay in performing, or failure to perform, any of its obligations under these T&C if such delay or failure results from a Force Majeure Event.
15.7. Waiver. No waiver of any term, provision, or condition of these T&C by us shall be effective unless such waiver is evidenced in writing and signed by us. No omission or delay on the part of idOS in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or of any other right, power, or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.
15.8. Governing law. These T&C, including their Annexes, are governed by and construed in accordance with the laws of Switzerland, excluding the Swiss conflict of law rules. The application of the United Nations Convention for Contracts for the International Sales of Goods is hereby expressly excluded.
15.9. Dispute resolution. THE PARTICIPANT HEREBY WAIVES THE RIGHT TO PARTICIPATE IN ANY CLASS-ACTION LAWSUIT OR CLASSWIDE ARBITRATION AGAINST ANY ENTITY OR INDIVIDUAL INVOLVED IN THE TRANSFER OF TOKENS AND WITH THE OPERATION OF THE PROTOCOL. In the event of any dispute, claim, question, or disagreement arising from or relating to this T&C or the breach thereof, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If the Parties do not reach such a solution within a period of thirty (30) days, then any dispute, controversy or claim arising out of or in connection with these T&C or the breach, termination, existence, legal competence or invalidity thereof, shall be exclusively settled by the courts of Zug, Switzerland.