PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. NOTE THAT SECTION 17 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH MAY AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR OTHERWISE USE THE PORTAL.
1.1 idOS Association, with a registered office in Baarerstrasse 43, 6300 Zug, Switzerland ("idOS", “idOS Association”, “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”).
1.2 idOS issued IDOS Tokens (“Tokens”) and offered them through different programs and activities, including for purchase during Token sales (“Token Sales”), subject to the individual agreements that govern your Allocation (“Individual Agreements”).
1.3 These idOS Portal Terms and Conditions ("Terms") govern your access to and use of the portal operated by us, accessible at portal.idos.network (the "Portal"). These Terms are an agreement made and entered into by and between idOS and you ( “you” or “your” or “User(s)”).
1.4 These Terms 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. Nothing in these Terms 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.
1.5 By using or otherwise accessing the Portal, you agree and acknowledge that these Terms and all documents incorporated by reference into these Terms constitute a legally binding agreement between idOS and you (each a "Party" and collectively, the "Parties").
1.6 The Portal provides eligible participants with a technical interface to interact with smart contracts that execute pre-determined Token vesting and distribution schedules ("Distribution Smart Contracts"). The Portal also allows for IDOS Staking (“IDOS Staking”), as further detailed below. The Portal does not provide any financial, custodial, staking-as-a-service, investment, or regulated service of any kind. idOS Association does not hold, control, or take custody of any tokens or funds at any point in connection with the Portal.
1.7 By connecting your wallet or otherwise accessing the Portal, you confirm that you have read, understood, and accepted these Terms in their entirety. If you do not accept them, you must not access or use the Portal.
1.8 These Terms constitute the entire agreement between you and idOS Association with respect to the Portal. They do not alter, supersede, or merge with any other agreement you may have with us, including any Individual Agreement, which remains valid, in effect, and continues to govern your Allocation independently.
"Allocation" means the amount of Tokens assigned to a specific wallet address pursuant to an Individual Agreement, for example, in connection with a prior token sale, private placement, community distribution, or other program authorised by us, and which are allocated through the Portal.
"Claimable Amount" means the portion of an Allocation that has vested and is available for withdrawal at a given point in time.
"Portal" means the frontend web interface described in Section 1.
"Claiming Window" means the period during which the Portal is operational, and claims may be submitted, as described in Section 9.
“Close Associate of a Senior Political Figure” means a person who is widely and publicly known to maintain an unusually close relationship with the Senior Political Figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of such Senior Political Figure.
“European Consolidated List of Sanctions” means the European Union’s Consolidated list of persons, groups, and entities subject to EU financial sanctions.
“Intellectual Property Rights” means all intellectual property rights, including without limitation any copyright, adaptation rights, publishing rights, reproduction rights, rights to communicate to the public, public performances, synchronisation rights, rights to be named as creator of the work, artist names, patents, utility models, circuitry, rights of patent, rights to inventions, design patents, designs, trademarks, trade names and business names (including Internet domain names and e-mail address names), service marks, brands, slogans, commercial symbols, logos, rights in software, database rights, rights to preserve confidential information (including know-how and trade secrets) other designations, inventions, trade secrets, know-how, and any other industrial or intellectual property rights, whether registered or unregistered and all applications therefor.
“Immediate Family of a Senior Political Figure” means the Senior Political Figure’s parents, siblings, spouse, children, and in-laws.
“IDOS Staking” means the protocol-level functionality that allows holders of IDOS Tokens to delegate IDOS Tokens to a Node Operator, thereby supporting the security and operation of the idOS Network, or to stake IDOS Tokens in order to participate as a Node Operator (provided that the relevant technical, legal, and staking requirements are met).
“Native Staking Rewards” means any protocol-native staking rewards (in Tokens) generated by IDOS Staking and distributed by protocol and/or smart contract logic.
“Node Operator” means an entity operating a node/validator infrastructure within the idOS Network.
“OFAC” is defined in Section 6.2 of these Terms.
“Protected Parties” means idOS’s members, founding members, directors, officers, partners, principals, employees, agents, and consultants.
“Sanctions” is defined in Section 7.4 (e) (ii) of these Terms.
“Senior Political Figure” means senior official in the executive, legislative, administrative, military, or judicial branch of a government (whether elected or not), a senior official of a major political party, or a senior executive of a foreign government-owned corporation. In addition, the definition includes any corporation, business, or other entity that has been formed by, or for the benefit of, a Senior Political Figure, its Immediate Family and Close Associates.
“Service Providers” is defined in Section 7.1 (i) of these Terms.
“Staking Smart Contracts” means any self-executing smart contract(s) used for IDOS Staking interactions, including delegation, lock-up/unbonding, and reward logic.
"Tokens" means the IDOS Tokens, issued by idOS Association as described in Section 3.
"Distribution Smart Contract" means each smart contract deployed in connection with the Portal that distributes Allocations and governs their release in accordance with a predetermined set of rules and schedules.
"Distribution Schedule" means the timeline and conditions, including any cliff or vesting, governing when portions of an Allocation become claimable, as communicated at the time of allocation and encoded in the applicable Distribution Smart Contract.
“White Paper” means the IDOS Token Whitepaper, available at www.idos.network/blog/idos-token-legal-white-paper-public-sale, as may be updated from time to time.
Unless a contrary indication appears, any reference in these Terms to:
3.1 The Portal is a web interface that communicates with the Distribution Smart Contract. It reads on-chain data to display your estimated Claimable Amount and provides a transaction submission interface so that you can interact with the relevant Distribution Smart Contract from your own wallet. It is a convenience tool. We do not at any point hold, control, or take custody of your Tokens, your wallet private keys, your seed phrase, or any other assets of yours. Tokens subject to your Allocation are locked within the applicable Distribution Smart Contract until you withdraw them. The Distribution Smart Contract is a self-executing piece of code on a public blockchain, and it is not an account held by or on behalf of the idOS Association. We have no ability to access, freeze, redirect, or recover Tokens held within the Distribution Smart Contract on your behalf or anyone else's behalf. In addition, the Portal may provide an interface for IDOS Staking, which enables you to initiate non-custodial staking interactions for IDOS Tokens through self-executing Staking Smart Contracts. We do not at any point have custody of, or control, intermediate, or guarantee the safekeeping of any staked IDOS Tokens or the accrual of any Native Staking Rewards.
3.2 The Portal does not constitute, and we do not provide in connection with the Portal, custody or administration of crypto-assets, operation of a trading or exchange platform, transfer of crypto-assets on behalf of clients, reception or transmission of orders, placing of crypto-assets, investment advice, financial intermediation, payment services, or any other regulated financial service.
3.3. All transactions submitted through the Portal are signed exclusively by you using your own wallet. idOS Association does not sign, co-sign, or authorise transactions on your behalf. Submitting a transaction through the Portal is your own act, and its consequences are yours alone.
3.4 The information displayed by the Portal, including, if applicable, your estimated Claimable Amount, vesting progress, and transaction history, is retrieved from on-chain sources and presented for informational convenience only. Display errors, connectivity issues, data latency, or frontend bugs may cause information shown on the Portal to be temporarily inaccurate or incomplete. The state of the Distribution Smart Contract is the sole authoritative source of truth in all cases. You should verify your position directly on-chain if accuracy is material to any decision you make.
3.5 Nothing in these Terms, or in any communication from us in connection with the Portal, constitutes a prospectus, investment advice, financial promotion, or solicitation to acquire any financial instrument or investment product. You are solely responsible for independently evaluating the nature, regulatory status, and risks of Tokens in your jurisdiction. The regulatory characterisation of Tokens may differ across jurisdictions. Our characterisation of the Tokens does not constitute a representation that such characterisation applies under the laws of your country of residence or nationality. You are responsible for obtaining independent legal advice on this point.
3.6 IDOS Staking: IDOS Staking is a protocol-level functionality that allows holders of IDOS Tokens to delegate IDOS Tokens to a Node Operator (that stakes such IDOS Tokens), thereby supporting the security and operation of the idOS Network, or to stake IDOS Tokens in order to participate as a Node Operator (provided that the relevant technical, legal, and staking requirements are met). STAKING IS ONLY SUITABLE FOR USERS WITH SIGNIFICANT KNOWLEDGE AND EXPERIENCE IN THE BLOCKCHAIN TECHNOLOGY. STAKING IS SUBJECT TO SPECIAL RISKS AND CONSTRAINTS, SUCH AS LOCKUP PERIODS, SLASHING, ETC.
A. All staking occurs non-custodially and is executed through self-executing Staking Smart Contracts. We do not at any point have custody, or control, intermediate, or guarantee the safekeeping of any staked IDOS Tokens or the accrual of any Native Staking Rewards. Participants who stake IDOS Tokens may accrue protocol-Native Staking Rewards, which are generated directly by the functioning of the idOS Network. Rewards are not guaranteed, may vary depending on network activity, validator or Node Operator performance, and other technical or market factors, and may be reduced or forfeited entirely in cases of slashing, downtime, misbehaviour, or other penalties applied at the protocol level. A lock-up and unbonding period for unstaking may apply. We make no promise, representation, or warranty as to the rate, timing, or amount of any Native Staking Rewards. All descriptions of IDOS Staking are provided solely for informational and technical purposes. Participants acknowledge that staking may result in partial or total loss of staked tokens. We do not provide financial services, do not guarantee validator performance, do not control staked tokens, and do not provide investment advice or inducement. Nothing in these Terms is or shall be interpreted as constituting financial advice, an offer or solicitation of securities, or a financial promotion. All staking interactions are voluntary actions initiated and controlled by Users through their own wallets.
B. PARTICIPATING IN THE IDOS STAKING CARRIES SIGNIFICANT RISKS, INCLUDING THE POTENTIAL LOSS OF ALL YOUR DIGITAL ASSETS. YOU MUST NOT RELY ON US WHEN DECIDING WHETHER TO PARTICIPATE. PARTICIPATION IS ENTIRELY VOLUNTARY AND UNDERTAKEN AT YOUR OWN RISK. IT IS SOLELY YOUR RESPONSIBILITY TO MAKE AN INFORMED DECISION REGARDING YOUR INVOLVEMENT IN THE IDOS STAKING. BEFORE PROCEEDING, YOU SHOULD INDEPENDENTLY SEEK ANY LEGAL, TAX, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. PARTICIPATING IN THE IDOS STAKING DOES NOT GUARANTEE THAT YOU WILL RECEIVE ANY TOKENS AND DOES NOT GRANT YOU ANY RIGHT, ENTITLEMENT, OR CLAIM TO RECEIVE TOKENS.
C. We reserve full discretion over whether the IDOS Staking proceeds, the applicable eligibility criteria, calculation of Native Staking Rewards and the timelines. We may modify, suspend, or cancel the IDOS Staking at any time without prior notice. Your continued participation constitutes acceptance of any updated terms. You may also be provided with information about the IDOS Staking on our website, social media, applications, or direct communications that you receive from us. In case of a discrepancy between the information contained therein and the information in these Terms, the information in these Terms shall prevail. You must ensure that the information you provide to us remains accurate and up to date at all times. You must promptly notify us of any changes or corrections. We will not be liable for any failure to notify you of, or distribute, Native Staking Rewards arising from inaccurate, incomplete, or outdated information supplied by you. We are not responsible for notifying you if and when any native token rewards are allocated. No cash alternative or substitution of the Native Staking Rewards is allowed, except we reserve the right in our sole discretion to substitute them for any equivalent alternative as we may determine at our discretion.
D. In our sole discretion, we will evaluate your eligibility for participation in the IDOS Staking, as determined solely by us in our absolute discretion. We reserve the right to exclude or disqualify any participant from the IDOS Staking at any time and for any reason, including but not limited to suspected abuse, fraud, violation of these Terms, or participation from applicable Restricted Jurisdictions. We may, at our discretion, require eligibility checks, including but not limited to identity verification, high-risk jurisdiction, sanctions and restricted persons screening, and self-certification of jurisdictional status.
E. Nothing in these Terms, the IDOS Staking or any related communications constitutes a prospectus, investment advice, or an offer or solicitation to buy or sell any securities, tokens, or other financial instruments in any jurisdiction. Participation in the IDOS Staking does not create any fiduciary, advisory, or agency relationship between you and us. We do not provide investment, financial, legal, tax, or any other advice, and any conclusions drawn from statements in this document or related communications or otherwise made by us shall not be deemed to constitute advice in any jurisdiction. You are solely responsible for evaluating and understanding the risks associated with the IDOS Staking and any Native Staking Rewards you may receive, and you assume all risks related to any Native Staking Rewards you may receive. For example, there is a risk that, while being legal in some jurisdictions, in some other jurisdictions staking activities, including IDOS Staking or Tokens may be considered illegal or regulated by special legislation, or that in the future staking activities, including IDOS Staking or Tokens may be considered illegal or subject to the regulation of special legislation. Due to the risks surrounding the fast ongoing development of regulatory frameworks governing the blockchain industry all around the world, we cannot guarantee that staking activities, including IDOS Staking or Tokens are legal in all jurisdictions worldwide. New restrictions on staking or the use or ownership of digital assets, such as Tokens, which may impede or restrict the existence, acceptability, or value of such Tokens, may become applicable in the future. You are solely responsible for determining and complying with any tax obligations or legal requirements arising from your participation in the IDOS Staking, holding, receiving, or transferring any Native Staking Rewards. Prior to participating in the IDOS Staking you shall obtain advice from your legal and tax advisors to understand any and all eligibility requirements and transfer limitations of the Native Tokens under applicable laws. You bear the costs and expenses of complying with any laws applicable to it or its actions
F. There is a risk that any smart contract used in connection with the IDOS Staking, including the Staking Smart Contracts, contains security gaps, errors, or dysfunctionalities that may adversely affect your participation and/or distribution of Native Staking Rewards. You are solely responsible for the secure storage and administration of the private keys of the wallet in which Tokens are held as well as any Native Staking Rewards. Loss of the private keys can lead to irretrievable loss of Tokens and Native Staking Rewards. A malfunction, unintended function, or unforeseen operation of the underlying protocol may cause Tokens and/or the Native Staking Rewards to become defective or function unexpectedly or unintentionally. Hackers or other groups or organizations may attempt to interfere with the your wallets, the or Tokens and/or the Native Staking Rewards in variety of ways, including but not limited to denial of service attacks, sybil attacks, spoofing, smurfing, malicious attacks or consensus-based attacks, which may result, among other things, in assets being stolen or inaccessible without change of recovery. Blockchains are exposed to mining attacks, which may put the smart contract at risk. There is a risk that Tokens and/or Native Staking Rewards may unintentionally contain flaws or bugs in their source code that affect their use or cause their loss. We make no representations or warranties regarding the IDOS Staking, any value, utility, or legality of any Tokens or Native Staking Rewards. Blockchain technology, cryptographic tokens like the Tokens and the Native Staking Rewards, represent a novel and largely untested technology. In addition to the risks already mentioned, your participation in the IDOS Staking and any receipt, claim, holding, or use of Tokens and Native Staking Rewards may expose you to further risks, including ones we cannot reasonably foresee. These risks may arise in unexpected ways or as combinations of the risks described in these Terms. You acknowledge and accept that such unforeseen risks may result in adverse consequences, including the complete loss of Tokens and Native Staking Rewards or their functionality, resulting, among other things, in the loss of your digital assets.
G. By participating in the IDOS Staking, you acknowledge and accept, in particular, the following risks (non-exhaustive): (i) malfunction, attacks, re-orgs, validator downtime, failures of the native networks and other unforeseen issues may result in delays, losses, or reduced rewards. Advances in cryptography or quantum computing could compromise blockchain security; (ii) smart contracts may contain bugs, logic flaws, vulnerabilities, or exploit paths that may result in the total loss of your assets, even if such contracts have been audited; (iii) since the IDOS Staking is non-custodial, you alone control access through your wallet, and loss of private keys, seed phrases, or access credentials may result in permanent loss of assets; (iv) validator performance, network parameters, or protocol-level changes may reduce or eliminate staking rewards, which are not guaranteed, predictable, or under our control; (v) staked tokens may not be available for withdrawing until the end of a lock-up (if any) and may be subject to an additional unbonding period, which may limit liquidity or prevent timely responses to market events; (vi) assets may be lost due to hacks, phishing, malware, denial-of-service attacks, or exploits of the smart contracts, validators, or user wallets; (vii) Native Staking Rewards are not guaranteed, may vary depending on network activity, validator performance, and other technical or market factors, and may be reduced or forfeited entirely in cases of slashing, downtime, misbehavior, or other penalties applied at the protocol level; (viii) any other unforeseen risks. Participants acknowledge that staking may result in partial or total loss of staked tokens.
H. We make no promise, representation, or warranty as to the rate, timing, or amount of any Native Staking Rewards. To the fullest extent permitted by applicable law, we and our affiliates, officers, directors, agents, and contractors disclaim all liability for losses, damages, costs, or claims (direct, indirect, incidental, consequential, punitive, or otherwise) arising from participation in the IDOS Staking. You bear full responsibility for your decisions to participate, including managing your wallet, securing your private keys, and understanding risks, and you agree to indemnify and hold us harmless against any claims or liabilities arising from your participation. Any statements about expected staking rewards or program developments are forward-looking, inherently uncertain, and subject to change. Actual outcomes may differ materially due to factors outside of our control, and you should not rely on forward-looking statements in making participation decisions.
I. Participation in the IDOS Staking or any rewards thereunder does not constitute securities of any form, units in a business trust, units in a collective investment scheme, or any other form of investment in any jurisdiction, or e-money, does not represent a debt or equity interest in us, and is not akin to making an investment in or with us. You acknowledge and agree that participation in the IDOS Staking does not represent or constitute any ownership right or stake, debt instrument, share, or security or equivalent right in or relating to us, the idOS ecosystem, the idOS Association, and/or any software or intellectual property rights thereto. You acknowledge and agree that your participation is not subject to any form of interests or guarantee any form of returns or (full or partial) redemption. You acknowledge and agree that fulfilling the applicable eligibility criteria does not give you a right or claim to receive any Tokens or Native Staking Rewards. The IDOS Staking is provided solely for the purpose of your participation in the idOS ecosystem and supporting the development, testing, deployment, and operation of the idOS ecosystem, and your participation is not for any other purposes, including, but not limited to, any investment, speculative, or financial purpose.
J. You acknowledge and agree that your participation in the IDOS Staking and any receipt or use of Native Staking Rewards is at your sole risk. To the fullest extent permitted by applicable law, we make no representations or warranties of any kind, express or implied, regarding the IDOS Staking, the Tokens, the Native Staking Rewards, the IDOS Staking webpages, or any part of the idOS ecosystem, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free use, and those arising from course of dealing or trade usage. All aspects of the IDOS Staking are provided to you on an “as is”, “as available”, “under development”, and “with all faults” basis, without any guarantees as to their performance, availability, reliability, or fitness for any particular purpose. You acknowledge and accept that Tokens, Native Staking Rewards, the IDOS Staking and the underlying technology are experimental, and that we provide no assurance of their functionality, stability, or future value. To the fullest extent permitted by law, we and our affiliates, directors, officers, employees, and agents shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or related to your participation in the IDOS Staking, including but not limited to the loss of digital assets resulting from slashing, smart contract vulnerabilities, network instability, security breaches, market price fluctuations, or the misconduct or failure of Node Operators. We reserve the right to impose additional restrictions, eligibility criteria, checks, and sanctions screening at our discretion. In particular, the IDOS Staking is not available to residents, citizens, or persons located in the Afghanistan, Algeria, Angola, Bolivia, Bulgaria, Cameroon, Congo (Democratic Republic of the), Haiti, Iran, Ivory Coast, Korea (North), Laos, Lebanon, Monaco, Myanmar, Namibia, Nepal, Russia, South Sudan, Syria, Trinidad and Tobago, Vanuatu, Venezuela, Virgin Islands, Yemen. For the avoidance of doubt, these are the Restricted Jurisdictions (“Restricted Jurisdictions”) for the IDOS Staking.
4.1 Access to and use of the Portal for claiming tokens in connection with an Individual Agreement is available to persons who satisfy all of the following:
Access to and use of the Portal in connection with IDOS Staking is available to persons who satisfy all of the following:
In addition to the activity-specific eligibility criteria set forth above, access to and use of the Portal is available to persons who satisfy all of the following:
4.2 We expressly reserve the right, at any time and at our sole discretion, to require that you complete an identity verification process and/or connect a verified idOS profile before accessing or completing a claim or interacting with IDOS Staking. This may be required where we determine it necessary to confirm that you are the intended recipient of a given Allocation, to comply with applicable legal or regulatory obligations, including AML and Sanctions requirements, or for any other reason we deem appropriate. Where such a requirement is introduced, we will communicate it through the Portal or other means of communication we deem appropriate. Failure to satisfy a verification requirement when requested may result in restricted access to the Portal until the requirement is met.
4.3 The Portal may, now or in the future, implement a whitelist, merkle proof, or other access control mechanism to restrict interactions to specific wallet addresses. Where such a mechanism is in place, only included wallet addresses will be able to interact with the Portal. Satisfying the above eligibility conditions does not independently create any right to receive Tokens. Eligibility to use the Portal is distinct from entitlement to any Allocation.
4.4 You acknowledge and agree that it is your sole responsibility to ensure that your Wallet is technically compatible with the Tokens.
4.5 You may be required to provide certain information as part of the registration process of the Portal or as part of your continued use of the Portal. Any information you give must always be accurate and up to date, and you will inform us promptly of any updates. The information you provide must not misrepresent you or be intentionally inaccurate. We shall not be liable for any damages, loss, liability, expenses, or attorneys’ fees that you may incur as a result of someone else using your accounts, password, or keys, with or without your knowledge and/or authorisation, and regardless of whether you have or have not warned us of the unauthorised use.
5.1 Once Distribution Smart Contracts are deployed, the relevant parameters are fixed on-chain. The Distribution Smart Contracts may require an on-chain state update before claimable Tokens become available for withdrawal, which may be submitted by any party or third-party, including us. Delays in such a state update may temporarily prevent access to Tokens that have otherwise vested according to your schedule. We accept no liability for such delays. If a status update is required, once such a state update has been executed, and tokens become claimable pursuant to the Distribution Schedule, you may claim your Claimable Amount by connecting your wallet to the Portal and submitting a signed withdrawal transaction. The transaction is executed directly by your wallet. Tokens are unlocked from the Distribution Smart Contract to your wallet address upon successful on-chain confirmation.
5.2 Distribution Smart Contracts may encode various schedule structures, including cliff-based vesting, linear vesting, periodic unlocks, or a combination, depending on the terms of your individual Allocation. The applicable schedule was communicated to you at the time of your allocation and is encoded in the applicable Distribution Smart Contract.
5.3 Tokens will be transferred to the wallet address associated with your Allocation as encoded in the Distribution Smart Contract, and it may not be possible to change such wallet address after Distribution Smart Contracts are deployed. We expressly disclaim any responsibility for changing such wallet address once Distribution Smart Contracts are deployed.
5.4 You are solely responsible for all network fees associated with transactions submitted in connection with the Portal, including withdrawal transactions. We do not subsidize, advance, estimate, or reimburse gas costs under any circumstances.
5.5 All on-chain transactions are final and irreversible once confirmed by the relevant network. We have no ability to reverse, cancel, pause, or modify confirmed on-chain transactions under any circumstances. If you submit a transaction in error, including to an incorrect address or at an unintended time, the consequences are yours, and we accept no liability for them.
5.6 The Distribution Smart Contracts are deployed on a public blockchain and are accessible to anyone. Any interaction with the Distribution Smart Contracts is entirely at your own risk. We provide no support, documentation, or assistance for direct contract interaction, and we accept no liability for any consequences of it.
6.1 The claiming functions of the Portal for those who are claiming tokens in connection with the Individual Agreements are not available to residents, citizens, or persons currently located in jurisdictions designated as Restricted Jurisdictions under the Individual Agreements. Such a list of Restricted Jurisdictions is part of your Individual Agreement(s) and forms part of these Terms. That list may be updated at any time without prior notice, including in response to changes in applicable law, regulatory guidance, or Sanctions frameworks. You represent and warrant that, at the time of each use of the Portal, you are not located in, a resident of, or a citizen of any Restricted Jurisdiction, and that you are not otherwise prohibited by applicable law from accessing the Portal or receiving Tokens. We reserve the right to prohibit any and all access to the Portal and/or the corresponding Allocation if you are domiciled or located in a country or territory that is part of the Restricted Jurisdictions or subject to Sanctions or to regulatory requirements regarding the Individual Agreements. The list of Restricted Jurisdictions for the IDOS Staking is set forth under Section 3.6 (J) above.
6.2 The Portal is not available to any individual or entity that is: (i) listed as a designated person or entity under the European Union Consolidated List of Sanctions; (ii) subject to any sanction administered by the United States Office of Foreign Assets Control ("OFAC") or any other United States governmental authority, including persons designated as Specially Designated Nationals or Blocked Persons; (iii) listed on any sanctions list maintained by the Swiss State Secretariat for Economic Affairs or subject to measures imposed by the Swiss Federal Council under the Federal Act on the Implementation of International Sanctions (Embargo Act); (iv) located, organized, or resident in a country subject to comprehensive sanctions; (v) acting on behalf of any of the foregoing.
6.3 We may implement geo-blocking, IP filtering, wallet screening, or other technical or procedural controls to enforce these restrictions. You acknowledge that such measures may be technically imperfect and that you bear sole responsibility for compliance with the laws of your jurisdiction. Circumventing or attempting to circumvent jurisdictional or sanctions restrictions through any technical or other means constitutes a material breach of these Terms and may be reported to relevant authorities.
7.1 We are the issuer of the Tokens being distributed through the Portal. The following disclosures are made in that context, and you confirm you acknowledge and agree that:
7.2 Each Party represents and warrants to the other:
7.3 You agree and acknowledge that:
7.4 You warrant and represent that:
8.1 The Portal is expected to remain operational for a period corresponding approximately to the full duration of the applicable Distribution Schedules ("Claiming Window"). The expected end date of the Claiming Window will be published on the Portal or through other means of communication as we deem appropriate.
8.2 You are solely responsible for monitoring your distribution progress and submitting claims during the Claiming Window. We accept no responsibility for any failure to claim arising from inaction, technical issues within your control, loss of wallet access, or any other cause attributable to you.
8.3 With respect to Tokens that remain unclaimed following the expiry of the Claiming Window, and where technically and legally permissible and consistent with the terms of your allocation agreement, we reserve the right, but not the obligation, to treat unclaimed tokens as forfeited. In such circumstances, forfeited tokens may be returned to our treasury or otherwise disposed of as we determine appropriate in our sole discretion. Nothing in this Section creates any obligation on us to apply a forfeiture mechanism.
9.1 By accessing the Portal, you expressly acknowledge and accept the following risks. This list is illustrative, not exhaustive:
9.2 You understand and accept the risks connected to Tokens. In particular, but not exhaustively, you also understand the inherent risks listed in the White Paper. You also understand the risks explained under Section 3.6 above. BY ENTERING INTO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME ALL THESE RISKS.
10.1 Receiving, holding, transferring, and disposing of Tokens, including Native Staking Rewards, may generate tax obligations in your jurisdiction, including, without limitation, income tax, capital gains tax, value-added tax, withholding tax, or other levies. The applicable treatment will depend on your personal circumstances and the laws of your jurisdiction.
10.2 Nothing in these Terms or in any communication from us in connection with the Portal constitutes tax, legal, financial, or investment advice of any kind. You are fully responsible for your own tax affairs, including, without limitation, any tax liability associated with or arising from your use of the Portal and allocation of Tokens. Accordingly, you 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 your usage of the Portal and the receipt, holding, use, purchase or trading of the Tokens.
10.3 We will not issue tax certificates, fair market value confirmations, cost basis documentation, or similar materials in connection with the Portal, except where expressly required to do so under applicable law or by order of a competent authority.
10.4 You warrant that your receipt of Tokens through the Portal does not violate any applicable anti-money laundering, counter-terrorism financing, sanctions law, or any other applicable law. You represent that the funds or assets used to acquire your Allocation are of legitimate origin. We reserve the right to conduct or commission wallet screening, sanctions checks, or other compliance procedures at any time, and to restrict or suspend your access to the Portal where concerns arise.
10.5 Any allocation, entitlement, claim, expectation, or right to receive Tokens arising from or in connection with the Individual Agreements (including any vesting entitlement) is strictly personal to you and is non-transferable and non-assignable. Any purported sale, transfer, assignment, pledge, encumbrance, or other disposal of such allocation, entitlement, claim, expectation, or right shall be null and void and may result in disqualification and/or non-delivery to the extent permitted by applicable law.
10.6 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 Terms, the Portal, and the Tokens. You 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 your tax residency. You warrant 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. You hereby agree 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 Terms, the Portal and the Tokens.
10.7 All Intellectual Property Rights in and to the Portal, 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 Terms 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 this Clause. idOS grants each of you a limited permission to copy electronically and to print in hard copy the White Paper, these Terms, and portions of any other document relating to your Allocation, which is presented on the Portal for the sole purpose of claiming the Tokens. All other use of the foregoing materials without the prior written permission of idOS is strictly prohibited.
11.1 The Portal is provided strictly on an "as is" and "as available" basis. We make no representation or warranty that the Portal will be continuously available, free from errors, bugs, or harmful components, or that any defect will be corrected. We have no obligation to maintain the uptime or availability of the Portal and accept no liability for any period of unavailability for any reason.
11.2 We may modify the Portal's interface, features, URL, or domain at any time without prior notice. We may update these Terms at any time. Your continued use of the Portal following any modification constitutes acceptance of the updated terms. If you do not accept a modification, you must stop using the Portal.
11.3 We may suspend, restrict, or discontinue the Portal at any time, for any reason, including legal, regulatory, technical, or operational reasons, without prior notice and without liability to you. IDOS Staking may be made available, modified, suspended, or discontinued at any time, for legal, regulatory, technical, or operational reasons. We do not guarantee the continuous availability of IDOS Staking, of the Portal, or any particular staking parameters.
11.4 In certain circumstances, including where we have reason to believe that the Distribution Smart Contracts or the Portal are being exploited, subjected to an active attack, or used in violation of applicable laws, we reserve the right to suspend access to the Portal immediately and without notice for so long as we consider necessary.
11.5 idOS reserves the sole and absolute discretion to terminate the Terms entered into by the Parties pursuant to these Terms at any time, for any reason, by giving notice to you or by publishing a notice on the Portal and/or through any of its other communication channels. The termination of the Terms entered into by the Parties pursuant to these Terms 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 Terms which are by their nature intended to survive shall continue in full force and effect.
12.1 In connection with your use of the Portal, you must not:
12.2 When using the Portal, you may not (or allow those acting on your behalf to):
13.1 To the fullest extent permitted by applicable law, you 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:
13.2 idOS reserves the right, at its sole discretion and at your sole cost and expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you. You shall cooperate fully with idOS in the defence of any such claim and shall not settle any claim without idOS’s prior written consent. The indemnities provided under this Clause 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.
14.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PORTAL, THE DISTRIBUTION SMART CONTRACTS, THE STAKING SMART CONTRACTS, IDOS STAKING AND ALL RELATED MATERIALS AND INFORMATION ARE PROVIDED ON AN "AS IS", "AS AVAILABLE", "WITH ALL FAULTS", AND "UNDER DEVELOPMENT" BASIS. IDOS ASSOCIATION EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, UNINTERRUPTED ACCESS, ACCURACY, COMPLETENESS, RELIABILITY, OR NON-INFRINGEMENT.
14.2 IDOS ASSOCIATION MAKES NO WARRANTY THAT: (i) THE PORTAL WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (ii) THE PORTAL WILL BE AVAILABLE AT ANY PARTICULAR TIME OR CONTINUOUSLY; (iii) ANY INFORMATION DISPLAYED BY THE PORTAL IS ACCURATE OR CURRENT; (iv) THE SMART CONTRACTS ARE FREE FROM BUGS, VULNERABILITIES, OR ERRORS; OR (v) ANY DEFECT IN THE PORTAL OR SMART CONTRACTS WILL BE CORRECTED.
14.3 YOU EXPRESSLY ACKNOWLEDGE THAT YOUR USE OF THE PORTAL AND YOUR INTERACTION WITH THE SMART CONTRACTS ARE ENTIRELY AT YOUR OWN RISK.
15.1 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.
15.2 Except as expressly provided in Clause 15.1 and Clause 15.4, 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 Terms, the Portal, 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 100 CHF.
15.3 The limitations pursuant to the preceding Clauses 15.1 and 15.2 also apply to idOS’s legal representatives, legal agents, or employees, if claims are asserted directly against them.
15.4 Liability for a culpable damage to life, body, and health, and liability remains unaffected by the preceding limitations.
15.5 ANY LEGAL CLAIM ARISING IN CONNECTION WITH THE PORTAL, THE SMART CONTRACTS, OR TOKENS MUST BE INITIATED WITHIN ONE YEAR OF THE DATE ON WHICH THE RELEVANT ISSUE ARISES. AFTER THAT PERIOD, THE CLAIM WILL BE PERMANENTLY TIME-BARRED.
16.1 idOS collects and stores your data necessary for the implementation of these Terms. 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 (to be read together with idOS’s transparency document https://www.idos.network/legal/transparency-document). By using the Portal, you confirm that you have read both documents.
16.2 In connection with your use of the Portal, we may process your wallet address, on-chain transaction data, and, where required for eligibility verification or legal compliance, identity-related information. You instruct us to process such information to the extent necessary to operate the Portal, fulfil our legal obligations, and conduct compliance procedures, including through sub-processors where required.
16.3 Where we conduct or engage third parties to conduct sanctions screening, AML checks, or identity verification in connection with your access to the Portal or your Allocation, you instruct us to do so and any associated transfer of information to the relevant third-party service providers.
16.4 When you use third-party services accessed through or referenced by the Portal, if any, the privacy policies of those third parties apply to their processing of your data. We are not responsible for the privacy practices of third parties.
16.5 You undertake to notify idOS immediately if you become aware that any information communicated to us relating to you is no longer accurate or complete in any respect.
17.1 These Terms are governed exclusively by Swiss law, excluding Swiss conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods.
17.2 All disputes arising out of or in connection with these Terms, the Portal, or Tokens shall be subject to the exclusive jurisdiction of the courts of Zug, Switzerland, and both parties irrevocably consent to personal jurisdiction in those courts.
17.3 YOU HEREBY WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS-ACTION LAWSUIT OR CLASSWIDE ARBITRATION AGAINST ANY ENTITY OR INDIVIDUAL INVOLVED IN THE TRANSFER OF TOKENS, THE PORTAL AND WITH THE OPERATION OF THE ECOSYSTEM.
17.4 Any legal claim arising in connection with these Terms must be initiated within one year of the date on which the relevant issue arises. After that period, the claim will be permanently time-barred.
18.1 These Terms constitute the entire agreement between you and idOS Association with respect to the Portal and supersede all prior understandings, representations, or agreements relating to the same subject matter, except that they do not alter or supersede Individual Agreements or any other separate written agreement with idOS Association.
18.2 If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be limited or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
18.3 Any failure by idOS Association to enforce any provision of these Terms shall not constitute a waiver of our right to enforce that provision or any other provision at any future time.
18.4 idOS Association may assign, delegate, sub-contract, or otherwise transfer its rights and obligations under these Terms, in whole or in part, including in connection with a restructuring, transfer of business, or change in legal form, without your consent and without prior notice. You may not assign or transfer any of your rights or obligations under these Terms.
18.5 These Terms do not create any third-party beneficiary rights. No person other than you and the idOS Association has any right to enforce any provision of these Terms.
18.6 You and the idOS Association agree to contract in the English language.
18.7 You do not have the right to set off any claim, unless such claim has been finally and non-appealably established.
18.8 idOS may, at its sole and absolute discretion, amend any of these Terms, any terms incorporated by reference into these Terms, 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 Portal or by other means of communication as we deem appropriate. The amended document shall become effective immediately from the time of posting. Verbal collateral agreements do not exist.
For questions regarding these Terms or the Portal:
Email: legal@idos.network