Terms and Conditions

Last updated on January 2, 2025

TERMS AND CONDITIONS OF THE IDRISS TOKEN SALE AND USE

PLEASE READ THESE TERMS AND CONDITIONS OF TOKEN SALE AND USE CAREFULLY BEFORE PURCHASING ONE OR MORE IDRISS TOKENS. YOU ACKNOWLEDGE THAT THERE ARE CERTAIN RISKS ASSOCIATED WITH PURCHASING THE TOKENS DESCRIBED HEREIN AND AGREE TO ASSUME SUCH RISKS UPON ANY PURCHASE OF TOKENS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE THE TOKENS DESCRIBED HEREIN.

Whereas:

1. The following Terms and Conditions of Token Sale and Use (these “Terms”) form an agreement between IDRISS DAO LLC a company incorporated with limited liability in the Republic of Marshall Island, with registered office in PO Box 852, Long Island Rd, Majuro, Marshall Islands MH 96960 (the “Company” or “We” or “Our” or “Us”) and you, or the entity you represent, (“You” or the “Purchaser” or “Your”) and contain the terms and conditions for the purchase and use of a cryptographic ERC-20 standard token, initially deployed on Ethereum and canonically bridged to the Ethereum layer 2 blockchain Base as a native SuperchainERC20 token, named “IDRISS”, with the symbol “IDRISS”, which will have a total maximum supply of 1 billion (the “Tokens” or a “Token”). You and the Company are each a “Party” and, together, the “Parties” to these Terms. This document describes the terms and conditions and is, in fact, the sale contract of the Token as well as set out Your rights as a Token holder.

2. The Company reserves the right to change these Terms, in its sole discretion, at any time without prior notice. Your continued ownership and use of the Tokens after such changes indicates your acceptance of the Terms as modified. It is your responsibility to review the Terms regularly. The Terms were last updated on January 2, 2025.

3. The Token is generated by a smart contract initially deployed on Ethereum and canonically bridged to the Ethereum layer 2 blockchain Base as a native SuperchainERC20 token (the “Smart Contract”) and duly audited.

4. The Token is both a governance token as well as a utility token. First, Token holders will have the right to vote in relation to the Company’s decisions, according to the Optimistic framework implemented in the Company (governance). Second, the IDRISS project revenue stream will be distributed via permissionless smart contracts among IDRISS project users and Token holders who perform certain actions as a form of remuneration for their project participation. The details of the decentralized revenue sharing mechanism will be put to vote based on the Optimistic framework in Q2 2025.

5. The Tokens can be purchased in DEXes, CEXes, within Token Sale, or can be given for free in specific special events. Please note that the Company website contains a button for purchasing the token which is only a link to a CEX from which you can buy the Token. Please also note that when you buy a token, You don't connect directly with the Token Smart Contract, but only with the smart contract of a DEX or CEX.

6. Prior to purchasing the Tokens, You should carefully read and be sure to have understood these Terms. If You have any questions regarding these Terms, please contact the Company at [email protected]. If any of these Terms are unacceptable to You or You have some forms of mental reservation, please do not proceed to purchase the Tokens. We also strongly encourage You to consult with a lawyer, CPA, accountant and/or tax advisor before proceeding to purchase the Tokens.

7. The Tokens should be purchased only by individuals or companies that have significant experience with, and understanding of, the usage and functioning of the blockchain, cryptocurrencies and of the cryptographic tokens, especially Ethereum-based tokens. While the Company will always be available to answer to technical questions of the Purchaser of Tokens prior, during or after the purchase of the Tokens, the Company will not be responsible in any way for loss of any cryptocurrency, including Tokens, resulting from actions taken by, or omitted by Purchaser. If You do not have such experience or expertise, then You should not purchase the Tokens.

8. As further described herein, by purchasing the Tokens, and to the extent permitted by law, You agree to not hold the Company or its respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and/or designees liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the sale of the Tokens, including losses associated with these Terms.

9. You acknowledge, understand and agree that:

• You are subject to and bound by these Terms by virtue of purchasing the Tokens independently from where (from which platform or vendor) You bought the Tokens.

• The Tokens do not confer any rights or privileges or advantages outside of what is expressly indicated and described to in these Terms.

• The purchase of Tokens is non-refundable and cannot be cancelled. If You qualify as a consumer under EU law, please see Article 5 below.

• The purchase of Tokens involves many, varied risks which can result in the loss of all monies paid and all funds invested.

• The Company reserves the right to refuse or cancel Token purchase requests at any time in its sole and absolute discretion.

• The Tokens are not backed by any physical item or other assets which a Purchaser would have any rights or access to.

• Certain persons, including persons who committed to purchasing Tokens earlier than You, may receive more Tokens from the Company for the same amount paid. For the avoidance of doubt, the Company may, at its sole discretion and without prior consultation, offer Tokens at any price and/or on any terms that it deems reasonable or advantageous in these circumstances.

10. NOTHING IN THESE TERMS SHALL BE DEEMED TO CONSTITUTE A PROSPECTUS OF ANY SORT, 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 THESE TOKENS.

11. FURTHERMORE, YOU ACKNOWLEDGE THAT YOU DIRECTLY SOLICITED THE COMPANY OR THE DEX OR THE CEX TO PURCHASE THESE TOKENS AND THERE HAS NOT BEEN ANY SOLICITATION, WHETHER DIRECT OR INDIRECT, BY THE COMPANY OR ITS EMPLOYEES, AGENTS, PARTNERS OR AFFILIATED ENTITIES FOR PURCHASING THE TOKENS.

12. TO THE MAXIMUM AMOUNT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS AND SHALL NOT BE LIABLE FOR ANY AND ALL RESPONSIBILITY FOR ANY DIRECT OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSSES OF ANY KIND, IN TORT, CONTRACT OR OTHERWISE (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, INCOME OR PROFITS, AND LOSS OF USE OR DATA), ARISING OUT OF OR IN CONNECTION WITH (I) THE PURCHASER’S ACCEPTANCE OF OR RELIANCE ON ANY INFORMATION CONTAINED IN THESE TERMS (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III) ANY ACTION RESULTING THEREFROM.

You agree to buy the Tokens in accordance with the following terms:

1. Acceptance of the Terms and representations

1.1 Acceptance

These Terms shall be effective and binding on all Parties upon You purchasing or obtaining the Tokens, independently from where and from which subject or platform or vendor and whether within an Token Sale or in the secondary market or whether You receive them as a donation, as a gift, or during an airdrop or a transfer of tokens with or without consideration.

1.2 Repository of the Terms

These Terms are contained and always accessible at the Company website at https://www.idriss.xyz/toc where they are accessible and can be downloaded at any time.

1.3 Representations for purchasers of the token in the primary and/or secondary market

By purchasing the ownership of one or more Tokens in the primary or secondary market You covenant, agree, represent, and warrant to the Company as of the time of Your purchase that:

• You have read, understood, and are in full compliance with these Terms and You understand that, by purchasing a Token, You are accepting all of the terms and conditions set forth herein.

• If You are an individual, You are 18 years of age or older, if the age of lawful capacity of forming binding contracts is older in the relevant jurisdiction.

• If You are an entity, the individual agreeing to the Terms has the legal authority to bind the entity.

• You are: (i) neither a citizen nor a resident, whether for tax purposes or otherwise, of the United States of America, and you are not currently located within the United States, nor in any geographic area that is under the temporary or permanent control of the United States (ii) neither a citizen nor a resident, whether for tax purposes or otherwise, of the Republic of Marshall Islands, and you are not currently located within the United States, nor in any geographic area that is under the temporary or permanent control of the Republic of Marshall Islands; (iii) a citizen or resident of a geographic area in which purchase, access to, or use of the Token is prohibited by applicable law, decree, regulation, treaty, or administrative act.

• You understand that the Company, its members, directors, officers, employees, or agents have not provided You with any advice on whether the Token is a suitable token for You and have not solicited You to purchase the Token but, on the contrary, You have solicited them or a DEX or CEX or re-seller on the secondary market to purchase the Token.

• You are not relying on any representations or statements made or information supplied by or on behalf of the Company other than information contained in these Terms.

• If (a) You are an individual, You agree on Your own behalf that You ARE NOT and (b) if You are an entity, You agree that neither the entity nor any of Your owners or investors or any of their directors, officers, employees, agents or affiliates acting on Your behalf IS NOT: (i) related in any way to, the governments of, or any persons within, any country or jurisdiction under a U.S. embargo enforced by the Office of Foreign Assets Control (“OFAC”), or any persons who are named on any list of sanctioned individuals or entities included in the United Nations or in the European Union or in the United Kingdom list of sanctioned (economic as well as non-economic sanctions) countries and entities; (ii) prohibited (or has ever been prohibited) from any economic transaction pursuant to U.S., European Union and any other applicable anti-money laundering, anti-terrorist, economic sanctions and asset control laws; and (iii) resident in a country or jurisdiction under a U.S. embargo enforced by OFAC or an embargo enforced by the United Nations, the European Union or the United Kingdom (“Restricted Parties”).

• You have sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), blockchain technology, and blockchain-based software systems to understand these Terms and to appreciate the risks and implications of purchasing the Tokens.

• You have obtained sufficient information about the Tokens, the Company, to make an informed decision to purchase the Tokens and have otherwise had the opportunity to contact the Company at [email protected] with any questions regarding purchasing the Tokens.

• You are acquiring the Tokens solely for Your own account and not as nominee or custodian for another person or entity and not as nominee or custodian for another person or entity; provided, however, that if You are an individual purchasing Tokens on behalf of any entity, You are authorized to accept these Terms on such entity’s behalf and that such entity will be responsible for breach of these Terms by You or any other employee or agent of such entity (references to “You” and similar expressions in these Terms refer to You and such entity, jointly).

• You are (i) an “accredited investor” within the meaning of Regulation D under the USA Securities Act of 1933 (“Securities Act”) or (ii) a “professional client” according to Article 4(1)(10) of the EU MiFID directive or, in any case, (iii) You possess the experience, knowledge, and expertise to make Your own investment decisions and understand the risks involved; and that, in any case, You are not acting on behalf of, or for the benefit of, nor You intend to transfer any Tokens You may purchase to, any person who is not an accredited investor or is not a professional client.

• You are legally permitted to purchase, receive, possess, and make use of Tokens in Your relevant jurisdiction and You are not aware of any other legal reason to prevent You from obtaining the Tokens.

• You understand that Your purchase of Tokens does not involve the purchase or receipt of shares, ownership, or any equivalent in any existing or future public or private company, corporation, or other legal entity in any jurisdiction.

• You agree that Your purchase of Tokens hereunder was not made using funds stemming from illegal or unethical activities or sources, and You are not purchasing or using Tokens for any illegal purpose and will not use Tokens for any illegal purpose.

• You waive any right that You may have, or obtain in the future, to participate in a class action lawsuit or a class wide arbitration against any entity or individual involved with the sale of Tokens.

• You will comply with any applicable tax obligations in Your jurisdiction arising from Your purchase of Tokens, and You accept that You bear sole responsibility for determining the tax implications, if any, relating to (i) the purchasing, allocation, use or ownership of Tokens, (ii) the potential appreciation or depreciation in the value of Tokens over time, if any, (iii) the sale and purchase of Tokens, and (iv) any other action or transaction related to Tokens.

• You have understood and agree that the rights conferred by the Token are subject to lawful possession of the Token. In the event that the Token is unlawfully owned or possessed, or there is a suspicion that the Token is unlawfully owned or possessed, all rights associated with such ownership or possession shall be immediately suspended until lawful ownership or possession is established. The Company reserves the right in its sole discretion to rely on any information, notice or external suggestion to determine whether or not there is unlawful ownership or possession or a suspicion of unlawful ownership or possession.

• You have understood and agree that the rights conferred by the Token are subject to Your lawful ownership of at least one Token and that, once and if You will have sold or transferred all Tokens in Your wallet, You will no longer be able to exercise Your rights as indicated in these Terms and in following Article 3.

• You have understood and agree that Your purchase of Tokens is final. You cannot cancel the purchase, and Your purchase cannot be refunded, except as provided in these Terms or as may be required by applicable law.

• You have understood and agreed that if You buy a Token from the Company website or from the Company app, You don't connect directly with the Token Smart Contract, but only with the smart contract of a DEX or CEX.

• You have understood and agree that the Company reserves the right to change these Terms, in its sole discretion, at any time without prior notice.

2. Rights conferred by the Tokens

The lawful holders of one or more Token have the exclusive rights to participate in an off-chain optimistic governance signaling framework by means of vetoing DAO proposals as they see fit.

The exact parameters of the governance framework and the voting system, including, if applicable, voting power proxy, proposal quorum, approval majority, voting power delegation, and proposal execution, will be specified prior to full governance launch.

3. Force Majeure

The Company is not liable for failure to perform caused by unavoidable casualty, delays in delivery of materials, embargoes, government or regulatory orders, acts of civil or military authorities, acts by common carriers, emergency conditions (including weather conditions), acts of terrorism, security issues arising from the technology used, failure of Ethereum or other similar platform, or any similar unforeseen event that renders performance commercially implausible. If an event of force majeure occurs, the party injured by the other’s inability to perform may elect to suspend the terms, in whole or part, for the duration of the force majeure circumstances. The party experiencing the force majeure circumstances shall cooperate with and assist the injured party in all.

4. Disclaimers, Limitations of Liability, and Indemnification

4.1 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

YOUR ACCESS TO AND USE OF THE TOKEN IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ITS PARENTS, AFFILIATES, PARTNERS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AGENTS, LICENSORS AND EQUITY HOLDERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT IN THE TOKENS. THE COMPANY MAKES NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, ORIGINALITY, SECURITY, INCLUDING CYBERSECURITY OF THE SMART CONTRACT GENERATING THE TOKENS, OR RELIABILITY OF THE TOKENS; (B) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM, DEVICE, BLOCKCHAIN, DIGITAL WALLET, HARDWARE OR MARKETPLACE; AND (C) WHETHER THE TOKENS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS; AND (D) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT THE TOKENS.

4.2 LIMITED LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY BE LIABLE EXCEPT TO THE EXTENT THAT A COURT OR AN ARBITRATOR OF COMPETENT JURISDICTION DETERMINES THAT GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD COMMITTED BY THE COMPANY WAS THE PRIMARY CAUSE OF ANY LOSS TO YOU.

4.3 COMPENSATION

TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY BE LIABLE (A) FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE TOKEN), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE TOKENS OR THESE TERMS AND WHETHER IN CONTRACT, PRODUCT LIABILITY OR TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE TOKENS. THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY FOR ALL DAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) US DOLLARS 1,000 OR (II) THE AMOUNT YOU PAID FOR YOUR TOKEN. SOME JURISDICTIONS) DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

4.4 SUBJECTIVE VALUE OF THE TOKEN

THE VALUE OF THE TOKEN IS SUBJECTIVE, HAVE NO INHERENT VALUE AND THEREFORE CAN BE VOLATILE. YOU AGREE TO ASSUME ALL RISK ASSOCIATED WITH THE USE AND VALUE OF THE TOKENS.

4.5 NATURE OF THIS ARTICLE

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN OF THIS AGREEMENT

4.6 Indemnification

By entering into these Terms and purchasing or accepting the transfer of one or more Tokens, You agree that You shall defend, indemnify and hold the Company harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company arising out of or in connection with: (i) Your violation or breach of any term of these Terms or any applicable law or regulation; (ii) Your violation of any rights of any third party; (iii) Your access to or use of the Token; or (iv) any fraud, negligence or willful misconduct committed by You.

5. Right of Withdrawal for EU consumer clients

If You are a resident in the European Union and a consumer, pursuant to the notion contained in Article 1 of European Union Directive 2011/83 (“consumer means any natural person who, in contracts covered by this Directive, is acting for purposes which are outside his trade, business, craft or profession”), and You are based in the European Union You hereby expressly consent to lose Your right of withdrawal, pursuant to Article 16, letter m, of European Union Directive 2011/83 (as implemented in each Member State) as this is a contract for the supply of digital content which is not supplied on a tangible medium. Hereby, You irrevocably provide Your express consent to begin the performance during the right of withdrawal.

6. Trademark and IP

Nothing in these Terms is meant to grant You any rights to any logos, trademarks, service marks, and trade dress associated with the Company, the Tokens (“Trademark” or “Trademarks”). Unless You have Our prior written approval, You may not use any Trademarks for any use that would require a license from Us, including to register any domain names or social media accounts using any Trademarks or to advertise or promote any other products or services.

7. Future migration of the Tokens

The Tokens are initially deployed on Ethereum and canonically bridged to the Ethereum layer 2 blockchain Base as a native SuperchainERC20 token. We reserve the right to migrate the Tokens (the “Pre-existing Tokens”) to another protocol and to generate replacement Tokens on the new protocol (the “Replacement Tokens”) in the future, should We determine, in our sole discretion, that doing so is necessary or useful. Should We decide to migrate the Tokens, We may no longer provide support for the Pre-existing Tokens or any other operational matters, except with respect to the migration process. If the Tokens are migrated to another protocol, the practical utility and the value of the Pre-existing Tokens will likely diminish rapidly once Replacement Tokens are created and in use by a significant portion of participants. You acknowledge and agree that for You to continue to participate in the DAO or to obtain utility from the Tokens You may need to convert the Tokens You receive to Replacement Tokens in the future.

8. Anti-Money Laundering

You represent and warrant to the Company that:

• You are not a Restricted Party (as defined in Article 1.3).

• No person or entity that controls, is controlled by or under common control with You is a Restricted Party;

• To the extent that You have any Beneficial Owners:

  • You have carried out thorough due diligence to establish the identities of those Beneficial Owners;

  • Based on that due diligence, You reasonably believe that no Beneficial Owner is a Restricted Party;

  • You hold the evidence of those identities and status and will maintain all of that evidence for at least five years from the date of Your sale or transfer of your Tokens.

  • You will make available that evidence and any additional evidence that the Company may require upon request in accordance with applicable regulations.

9. Miscellaneous

9.1 Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between the Company and You regarding the Token and supersedes and replaces any and all prior oral or written understandings or agreements between the Company and You regarding the Token. If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Any purported assignment by You in violation of these Terms will be null and void. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

9.2 Amendments and updates of the Terms

The Company reserves the right to change these Terms, in its sole discretion, at any time without prior notice. Your continued ownership and use of the Tokens after such changes indicates your acceptance of the Terms as modified. It is your responsibility to review the Terms regularly. If You don’t agree with any new version of these Terms or any modification or updates herein You have to immediately sell or transfer the Tokens. The Terms were last updated on January 2, 2025.

9.3 Governing Law

These Terms and any action related thereto will be governed by the laws of the Republic of the Marshall Islands, without regard to its conflict of laws provisions.

9.4 Waiver of class-action

Any dispute arising out of or related to these Terms is personal to the Purchaser and the Company and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a dispute as a representative of another individual or group of individuals. Further, a dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

9.6 Mediation and Arbitration

Disputes related to these Terms shall be first submitted to mediation. The terms and procedure for mediation shall be arranged by the Parties to the dispute. If good-faith mediation of a dispute proves impossible or if an agreed-upon mediation outcome cannot be obtained, all disputes arising out of or in connection with the present Agreement shall be only finally settled under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules. No award or procedural order made in the arbitration shall be published. The arbitrators shall apply the governing law of this Agreement pursuant to Article 9.3. The language of the arbitration will be English. This clause will prevail over any other clause or principles of law which may establish a different jurisdiction for the disputes arising out of this Agreement.