PLEASE CAREFULLY READ THESE TERMS BEFORE MAKING ANY DECISION TO PURCHASE IDAP TOKENS AND ACCEPTING THEM, AS THEY AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATIONS OF LIABILITY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU SHALL NOT BE PERMITTED TO PURCHASE THE IDAP TOKENS.
BY PURCHASING IDAP TOKENS, YOU ACKNOWLEDGE THAT YOU HAVE FULLY READ, UNDERSTAND AND IRREVOCABLY ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU MUST ALSO MONITOR THE WEBSITE FOR ANY ANNOUNCEMENTS FROM THE COMPANY AS THEY MAY ADD TO, OR CHANGE, THESE TERMS AND CONDITIONS AT ANY TIME.
You represent and warrant that you are not a resident or domiciliary of the United States of America or purchasing IDAP TOKENS from a location in the United States of America or, nor are you an entity (including but not limited to any corporation or partnership) incorporated, established or registered in or under the laws of the United States of America, nor are you purchasing IDAP TOKENS on behalf of any such person or an entity.
- Introduction to the IDAP Platform
- IDAP.io, is a property of and belongs to IDAP Global OÜ, a company incorporated in Estonia in Northern Europe under the registration number (14500539) and pursuant to the laws of European Union.
- IDAP offers to you ("User") the opportunity to participate in the Initial Coin Offering ("ICO") of 'IDAP Token', a digital Token created by IDAP's Smart Contract System deployed on the Ethereum decentralised platform ("IDAP Smart Contract System"). This offer for the User to purchase IDAP Tokens shall be in accordance with the terms of agreement.
- In order to be eligible to participate in the Token Sale, you need to register on our website, www.idap.io. Post registration you are required to complete your profile by providing Wallet information. Your Wallet must support the Ethereum ERC-20 token standard in order to receive IDAP Tokens.
- IDAP have a number of incentivised mechanisms made available to the clients on the IDAP Platform, Further information is available in the white paper on our website.
- The IDAP project is being made possible by contributions from the community in the form of Token sale. The proceeds from the Token sale will enable the Platform development and support of the associated eco-system and infrastructure.
- The Token will be an integral part of the Platform as a means to support. The use of IDAP Token on the IDAP Platform will grant the User benefits including reduced fees for transactions conducted using IDAP Token.
- Token Sale will be made available to a number of participants under the Terms herein.
- These Terms shall govern our relationship with Token holders in relation to the Token Sale and the Tokens and, to the extent applicable, they modify, replace and supersede any previous terms and conditions in relation to the same. In the event there is a conflict between these Terms and any other terms or agreements, these Terms shall take precedence unless such additional terms expressly reference variation to these Terms.
- IDAP Platform is an exchange platform which would provide an opportunity to the User to exchange Crypto-Crypto, Crypto-Fiat, Derivatives of Crypto and other financial instruments.
- The IDAP Token is cryptographically secured representation of a token- holder's rights to obtain in future the services through the IDAP Platform, and is not intended to be traded as a currency or security with its own inherent value.
- IDAP Tokens will be distributed as follows:
- Contributors: 75% of issued Tokens.
- Company: 25% of Issued Tokens will be allocated to the Company for future use, including 5% for bounty and Advisors, 5% for Employee pool and 5% for liquidity.
- The User acknowledges, understands and agrees that ownership of IDAP Tokens does not grant the User the right to receive profits, income, or other payments to returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in IDAP or IDAP Platform or any other related rights.
- IDAP reserves the right to notify you of any further ETH and BTC wallet-specific requirements at any time. For the avoidance of doubt, any refunds will be made in the respective crypto-currency of contribution.
- IDAP shall not be responsible for any delays, losses, costs, non-delivery of refunds or of Tokens, or other issues arising from the failure to provide, or providing an inaccurate Wallet or any other required information.
- Terms of Token Sale
- Commencement and duration: The Company will conduct a Presale and public sale of Tokens (Sale) during the Availability Period, which will begin and end on the dates notified on the Website unless the Contribution Cap is reached prior to the announced end date.
- During the Token sale: the Token exchange rate will be as follows: 1 IDAP= 0.03 USD.
- Payments for the Tokens; shall be made in ETH and BTC by transfer to the unique wallet address, the details of which will be available on the website.
- Contribution of Failure: The Token Sale might be abandoned and in such event, no Tokens shall be issued and all Contributions shall be returned to you, subject to any deductions related to network fees, for the final settlement of any obligations related to the Token Sale and your intention to acquire Tokens. These Terms shall terminate immediately upon return of your Contribution to Your Wallet
- Contribution Must Be Received in Full within 24 Hours. On your application to make a Contribution, we shall issue you with individual payment instructions and you shall have 24 hours within which to pay the specified amount to Our Wallet: if you fail to pay the Contribution within this time-period, the amount of Tokens that you receive shall be made in accordance with the applicable Rate at the time your Contribution is deemed to have been received.
- For the avoidance of doubt, the time of payment is deemed to be the time (block time) at which the Contribution is included in the block on the Blockchain (subject to any changes caused by updates in the Blockchain e.g. forks etc.)
- We reserves the right to refuse or cancel the Token purchase request at any time at Company's sole discretion, including cases when the information provided by buyer upon any request is not sufficient, inaccurate or misleading. Buyer is deemed to be restricted person, or Buyer has not complied with any of the said requirements.
- We will deliver the quantity of Tokens you purchase within 15 calendars day from the sale of expiration period.
- You also understand and accept that as the Token issuance is smart-contract based, the functions, terms and conditions applicable thereon are set forth in the Smart Contract System (SCS) existing on the Ethereum blockchain. Furthermore, no other document or communication may modify or add any additional obligations or covenants for the Token Issuing beyond those set forth in the SCS or these Terms.
- The Contributor agrees that they shall have no further claims against the Company in respect of their support of the Platform or the Token Sale in respect of any support, contribution or advice provided to the Company or Released Parties save for as detailed in these Terms and that receipt of your Tokens will constitute full performance of any promises, representations, contracts or statements made by the Company or any Released Parties in respect of the same.
- Company reserves a right to an emergency to stop the process of distribution of the Tokens in limited situations, such as, but not limited to
- Serious security issue detected.
- Serious network performance issue, depriving all users of equal treatment.
- Any type of material attack on the tokens, the Platform, the Websites or Ethereum.
By agreeing to purchase Tokens during the Token Sale you are confirming your acceptance of these aforementioned Terms and agree to be bound by them.
- Legal Status Of Token Issuing Entity And Platform Project
- Tokens are a utility token giving the Token holders the right to use the Token as a means of payment for the services on the Platform.
- The founders of the Token Issuing Entity have established the Token Issuing Entity in order to develop the Platform and issue the Tokens to Contributors.
- Acquisitions of Tokens are non-refundable. Tokens are not redeemable to the Token Issuing Entity other than as specifically advised in the terms herein and any terms applicable to use of the Platform.
- Tokens can only be acquired and used in connection with the Platform under these Terms, the SCS and subject to any other terms and conditions that will be implemented for users of the Platform on which the Tokens shall be usable. Tokens have no nominal or par value.
- By contributing to the Platform project including by receiving, using and holding Tokens, no form of partnership, joint venture or any similar relationship between the Contributors, the Token Issuing Entity and/or other individuals or entities involved with the Platform and the project shall be created or envisaged.
- Platform Launch
On successful launch of the Platform, as mentioned in the White Paper, we'll determine that the technology, protocols and ecosystem have been sufficiently developed to allow the Platform features specified in White Paper to be launched, we will issue a public announcement, including any relevant material information, to the Token holders via their registered email addresses and the Website.
- User's Warranties and Indemnities
By purchasing the IDAP Tokens, the User represents and warrants that:
- the User has read and understands the Agreement in full;
- the User has read and understands the IDAPs Whitepaper in full;
- the User fully understands and agrees with the information about the functionality, usage, storage, transmission mechanisms and other material characteristics of the IDAP Tokens, blockchain technology, blockchain based software systems and their risks, and appreciates the risks and implications of purchasing the IDAP Tokens.
- the User fully understands and agrees that the IDAP Tokens are created on a blockchain and are designed to be used to make various internal payments through the IDAP Platform and it does not grant to the User any voting or ownership rights, any return on investment or any profit and passive income from the ownership of the IDAP Tokens;
- the User's purchase of IDAP Tokens complies with applicable laws and regulations in the User's jurisdiction;
- the User does not intend to hinder, delay or defraud IDAP or any other users of the IDAP Platform or engage in any illegal conduct and or unlawful activity including but not limited to money laundering, receiving the proceeds of crime, or terrorist activities;
each of the above hereinafter collectively referred to as the "Warranties".
The User indemnifies and holds IDAP indemnified from all liabilities which the User or IDAP suffer or incur by any of the above Warranties being untrue or inaccurate in any material respect, and from all claims made by any third party in relation to a matter which constitutes, or in circumstances that constitute, a material breach of any Warranty.
The User shall pay and be fully responsible for any applicable taxes and/or duties imposed by governmental agencies in any relevant jurisdiction with respect to the transactions under this Agreement.
The IDAP Platform and the IDAP Tokens are provided as is, with no warranties except those expressed in this Agreement.
IDAP shall use its best endeavors to deliver and maintain the services on the IDAP Platform as outlined in the Whitepaper within the estimated timeframes, however the User acknowledges and understands that the IDAP Platform and the IDAP Tokens may contain bugs or errors and may not have full intended functionality at all times.
The User acknowledges and agrees that IDAP does not warrant the User any financial or other type of outcome as a result of the use of the IDAP Platform and the IDAP Tokens.
To the fullest extent permissible by law, IDAP excludes all liability with respect to the User's purchase, sale or use of IDAP Tokens and/or the IDAP Platform.
- Term of Termination
The Agreement between IDAP and the User shall commence upon acceptance by the User of all the terms of the Agreement by purchasing any amount of the IDAP Tokens and using any part of the IDAP SCS and the IDAP Platform, and shall continue until terminated in accordance with the terms of the Agreement.
IDAP may at its sole discretion and without any prior written notice terminate the Agreement if:
- the User provides invalid data to complete the registration process;
- the User fails to make payment for any IDAP Token purchased; or
- the User breaches any other terms of this Agreement.
Upon termination of the Agreement, for whatever reason, all licenses granted by IDAP to the User under this Agreement, the User's Account and IDAP Tokens shall be immediately terminated.
Upon termination of this Agreement, each party will remain liable to the other for any amounts due and owing to the other party as of the date of termination, and such obligation to pay shall survive any termination of this Agreement.
Contributor(s): the person(s) who make Contributions in accordance with, and who agree to, these Terms.
Contribution Failure: the failure to obtain a minimum of 250 Million IDAP Tokens during the Token Sale.
Contributions: payment in cryptocurrency (i.e. ETH or BTC) in return for issuance of Tokens in accordance with these Terms.
Effective Date: the date of the Token Sale.
Platform: software and related infrastructure for the exchange of Bitcoin and other instruments as described in the White Paper that IDAP will attempt to develop with the use of the Contributions from the Contributor.
Price: the amount of cryptocurrency (ETH, BTC) given by the Contributor in exchange for the IDAP Tokens.
Risk Factors: the non-exhaustive list of risk factors listed in the Schedule.
SCS or Smart Contract System: has the meaning given to it in paragraph 3: 3.9.
Sites: Websites and any other online site, application or platform that are owned, operated or controlled by or on behalf of us or the Group from time to time and each of its related pages through which a Contributor takes part in the Token Sale Program or the Token Sale.
Token or IDAP Token: the cryptocurrency tokens issued in respect of the development of the Platform in return for Contributions by participants including the Contributor and that are intended to be usable as a trade settlement instrument on the Platform.
Token holders: persons who have applied for, and received, Tokens directly from the Company in accordance with these Terms or any applicable valid private Token Sale agreement.
Token Issuing Entity: Company, a Group company or any new company commonly owned by shareholders of the Company to be established to issue the Tokens.
Token Sale: the utility token sale of Tokens in order to help fund the development of the Platform.
Our Wallet: the crypto-wallet(s) that we use for receipt of Contributions and issuance of Tokens to you in accordance with these Terms on the applicable Website.
Your Wallet: the Ethereum ERC-20 compliant Token wallet notified by you in writing (or via the Website) to us, into which Contributors' Tokens will be placed in accordance with these Terms;
Wallet: Your Wallet or Our Wallet;
Website(s): www.idap.io and any other replacement website we notify you from time to time (and such other web addresses including RSS feeds that are owned, operated or controlled by or on behalf of us from time to time and that make available such website) and each of its related pages.
White Paper: The white paper as updated from time to time and available at: https://www.idap.io/docs/idap-io-whitepaper.pdf
- RISK DISCLOSURE
An acquisition of the Tokens is subject to risks. User should carefully consider the following information about these risks for making decisions. The value of the Tokens could be materially affected on occurrence of these risks.
Company has described the risks and uncertainties that its management believes are material, but these risks and uncertainties may not be the only ones Company faces. Additional risks and uncertainties, including those Company currently is not aware of or deem immaterial, may also materially adversely effect on Company's business, the Platform, the value of the Tokens.
- Risks Connected to The Value Of Tokens
- No Rights, Functionality or Features The Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, except for which are strictly described in the Whitepaper.
- Lack of Development of Market for Tokens Token sale may not result in an active or liquid market for the Tokens. Although applications have been made to the cryptographic token exchanges for the Tokens to be admitted to trading, an active public market may not develop or be sustained after the Token sale. If a liquid trading market for the Tokens does not develop, the price of the Tokens may become more volatile and token holder may be unable to sell or otherwise transact in the Tokens at any time.
- Risks Relating to Highly Speculative Traded Price The valuation of digital tokens in a secondary market is usually not transparent, and highly speculative. The Tokens do not hold of any ownership rights to Company's assets and, therefore, are not backed by any tangible asset. Traded price of the Tokens can ﬂuctuate greatly within a short period of time. There is a high risk that a token holder could lose his/her entire contribution amount.
- Tokens Value The Tokens may have less or no value and there is no guarantee or representation of liquidity for the Tokens. Company shall not be responsible for or liable for the market value of the Tokens, the transferability and/or liquidity of the Tokens and/or the availability of any market for the Tokens through third parties or otherwise.
- Tokens are Non-Refundable Company is not obliged to provide the Token holders with a refund related to the Tokens for any reason, and the Token holders will not receive money or other compensation in lieu of the refund. No promises of future performance or price are or will be made in respect to the Tokens, including no promise of inherent value, no promise of continuing payments, and no guarantee that the Tokens will hold any particular value. Therefore, the recovery of spent resources may be impossible or may be subject to foreign laws or regulations, which may not be the same as the private law of the Token holder.
- Blockchain and Software Risks
- Blockchain Delay Risk On the most blockchains used for cryptocurrencies' transactions (e.g., Ethereum, Bitcoin blockchains), timing of block production is determined by proof of work so block production can occur at random times.
- Blockchain Congestion Risk The most blockchains used for cryptocurrencies' transactions (e.g., Ethereum, Bitcoin blockchains) are prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the network in an attempt to gain an advantage in purchasing cryptographic tokens. That may result in a situation where block producers may not include the Buyer's transaction when Buyer wants or the Buyer's transaction may not be included at all.
- Risk of Software Weaknesses The Smart Contract System, the underlying software application and software platform (i.e. the Ethereum, Bitcoin blockchains) are still in an early development stage and unproven. There are no representations and warranties that the process for creating the Tokens will be uninterrupted or error-free. There is an inherent risk that the software could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of the Cryptocurrency and/or the Tokens.
- Risk of New Technology The Platform, the Tokens and all of the matters set forth in the Whitepaper are new and untested. The Platform and the Tokens might not be capable of completion, creation, implementation or adoption. It is possible that no blockchain utilizing the Platform will be ever launched. Buyer should not rely on the Platform, the SCS or the ability to receive the Tokens associated with the Platform in the future. Even if the Platform is completed, implemented and adopted, it might not function as intended, and any Tokens may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the Platform and the Tokens may become outdated.
- Security Risks
- Risk of Loss of Private Keys The Tokens may be held by token holder in his digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private keys associated with such token holder's digital wallet or vault storing the Tokens will result in loss of such Tokens, access to token holder's Token balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private keys, including by gaining access to login credentials of a hosted wallet or vault service the token holder uses, may be able to misappropriate the token holder's Tokens.
- Lack of Token Security The Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the SCS which creates the Tokens or the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurﬁng and spooﬁng. In the event of such a software bug or weakness, there may be no remedy and holders of the Tokens are not guaranteed any remedy, refund or compensation.
- Attacks on Token SCS The blockchain used for the token SCS which creates the Tokens is susceptible to mining attacks, including double-spend attacks, majority mining power attacks,, "selﬁsh-mining" attacks, and race condition attacks. Any successful attacks present a risk to the token smart contract, expected proper execution and sequencing of the Token transactions, and expected proper execution and sequencing of contract computations.
- Risk of Incompatible Wallet Service The wallet or wallet service provider used for the acquisition and storage of the Tokens, has to be technically compatible with the Tokens. The failure to assure this may have the result that Buyer will not gain access to his Tokens.