Ideal Exchange (IDX)
Terms of Service
Effective Date: To be set at launch
Last Updated: To be set at launch
IMPORTANT NOTICES
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE
PLATFORM.
ARBITRATION NOTICE: These Terms contain a binding
arbitration provision and class action waiver in Section 20 that affect
your legal rights. By using the Platform, you agree to resolve disputes
through individual arbitration and waive your right to a jury trial and
to participate in class actions.
INVESTMENT RISK NOTICE: Investments made through the
Platform are speculative and involve a high degree of risk, including
the possible loss of your entire investment. These are illiquid
investments with no guarantee of any return.
1. Introduction and Acceptance
These Terms of Service (“Terms”) govern your access to and use of the
websites, applications, APIs, and services made available by Ideal
Exchange, Inc. (“IDX,” “we,” “us,” or “our”), including idealidx.com and
related domains (collectively, the “Platform” or “Services”).
By accessing or using the Services, you agree to be bound by these
Terms and our Privacy Policy, Risk Disclosures & Disclaimers, and
any transaction-specific agreements. If you do not agree, do not use the
Services.
2. Definitions
“****Accredited Investor****”** **means an investor
meeting the definition in Rule 501(a) of Regulation D.
“****Asset****”** **means any equity interest,
revenue share interest, IP interest, or other investment instrument
offered through the Platform.
“****Broker-Dealer Partner****”** **means Dalmore
Group, LLC and/or Rialto Markets LLC, each a registered broker-dealer
and member of FINRA/SIPC, which provide brokerage, custody, clearing,
and settlement services.
“****Buyer****”** or ****“****Investor****”****
**means a User who reserves or purchases Assets.
“****Offering Documents****”** **means legally
operative offering materials (Form C, Form 1-A, PPMs, subscription
agreements).
“****Project****”** **means any creative venture,
IP, business, or asset presented for investment.
“****Seller,****”** ****“****Creator,****”**** or
****“****Issuer****”**** **means a User who lists a Project or
sells/issues Assets.
“****TTW****”** **means Test-the-Waters process
under SEC Rule 241.
3. Eligibility
3.1 U.S. Citizens Only; Age 18+. The Services are
offered ONLY to individuals who are: (1) United States citizens or
lawful permanent residents; and (2) At least eighteen (18) years of age.
By using the Platform, you represent and warrant you meet both
requirements.
3.2 Prohibited Persons. You may not use the Services
if you are located in any country subject to U.S. sanctions, listed on
any U.S. government prohibited parties list, subject to bad actor
disqualification, or otherwise prohibited by law.
4.1 IDX Platform Role. IDX operates an online
platform facilitating connections between Sellers and Buyers. IDX is not
a registered broker-dealer, investment adviser, or funding portal.
4.2 Broker-Dealer and Custody Services. Securities
transactions are executed, cleared, and settled by our Broker-Dealer
Partners, Dalmore Group, LLC and Rialto Markets
LLC, each a registered broker-dealer and member of FINRA and
SIPC. Verify at FINRA BrokerCheck: https://brokercheck.finra.org
SIPC Coverage: SIPC protects customers if a member
broker-dealer fails financially, up to $500,000 including $250,000 for
cash. SIPC does NOT protect against investment losses due to market
decline or issuer default. Learn more at www.sipc.org.
4.4 NEITHER THE SEC, FINRA, NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED, DISAPPROVED, OR PASSED UPON THE MERITS OF ANY
OFFERING ON THE PLATFORM. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
5. Not an Offer; No
Investment Advice
5.1 Not an Offer to Sell. Nothing on the Platform
constitutes an offer to sell or solicitation to buy securities unless
made through applicable Offering Documents and legally permitted
channels.
5.2 No Advice. IDX DOES NOT: provide investment,
brokerage, legal, or tax advice; recommend any investment; guarantee
returns; or endorse any Project. You are solely responsible for your
investment decisions.
6. Account Registration
and Verification
6.1 Account Creation. You must provide accurate
information, maintain credential confidentiality, and notify us of
unauthorized access.
6.2 Identity Verification (KYC/AML). We and our
service providers may request documentation to verify identity, conduct
sanctions screening and background checks, and retain verification
records as required by law.
6.3 Investor Qualification. Certain offerings
require accredited investor status, investment limit compliance, or
sophisticated investor status. False statements may constitute
securities fraud.
7. Primary Transactions
A “primary” transaction is an issuance or sale by the original
Seller/Issuer to a Buyer. Offerings may be conducted under:
| Reg Crowdfunding |
Up to $5M/year; investment limits for non-accredited; through
registered intermediary |
| Rule 506(b) |
Unlimited; no general solicitation; up to 35 non-accredited
sophisticated investors |
| Rule 506(c) |
Unlimited; general solicitation OK; ALL purchasers must be verified
accredited |
| Reg A+ Tier 1 |
Up to $20M/year; state registration required |
| Reg A+ Tier 2 |
Up to $75M/year; ongoing reporting; investment limits for
non-accredited |
8. Secondary Transactions
A “secondary” transaction is a resale between Users. Subject to
significant legal restrictions:
| Reg Crowdfunding |
1-year holding period; exceptions for issuer, accredited, family,
death/divorce |
| Regulation D |
Restricted securities; Rule 144 applies (6mo/1yr holding; volume
limits) |
| Regulation A+ |
Generally freely tradable (non-affiliates); affiliates subject to
Rule 144 |
THE PLATFORM DOES NOT GUARANTEE that a secondary
market will exist, that you will find a buyer, any particular price or
liquidity, or execution of any secondary transaction.
9. Reservations and
Test-the-Waters (TTW)
9.1 Rule 241 TTW Process. The Platform may allow
non-binding indications of interest before formal offerings under SEC
Rule 241.
9.2 Non-Binding Nature. A RESERVATION IS NOT: a
binding commitment, completed investment, guarantee of allocation, or
acceptance of any offer.
Required Rule 241 Legends:
The issuer is considering an exempt offering but has not
determined a specific exemption.
No money or consideration is being solicited, and if sent, will
not be accepted.
No offer to buy can be accepted until exemption requirements are
met.
A person’s indication of interest involves no obligation or
commitment.
9.3-9.4 You may be deemed ineligible based on
KYC/AML, accreditation, or investment limits. TTW communications are
“offers” for anti-fraud purposes.
10. Transaction Agreements
For each completed transaction, the applicable Transaction Agreement
governs Buyer-Seller rights. If Terms conflict with Transaction
Agreement, the Transaction Agreement controls. The Platform is not a
party except as intermediary.
11. Seller/Creator Obligations
11.1 Representations: Full authority to list and
sell; ownership of claimed rights; accurate, non-misleading disclosures;
securities law compliance; no bad actor disqualification; use of
proceeds as disclosed.
11.2 Prohibited Conduct: No guaranteed return
statements, misleading endorsements, fabricated metrics, market
manipulation, or omission of material risks.
11.4 Gatekeeper Function: IDX reserves the right to
deny or discontinue access to any Seller or Project presenting potential
for fraud or failing to meet Platform requirements.
12. Buyer/Investor Obligations
12.1 Risk Acknowledgment: You acknowledge: (a)
Investing is risky - you may lose all investment; (b) No guaranteed
returns; (c) Illiquidity - no market may exist; (d) Long holding
periods; (e) Limited information; (f) Dilution risk; (g) Fraud risk
despite controls.
12.2 Investment Limits (Non-Accredited):
Reg CF (income AND net worth < $124K): Greater of $2,500 or 5% of
lesser of income/net worth
Reg CF (income OR net worth ≥ $124K): 10% of lesser of income/net
worth (max $124K)
Reg A+ Tier 2: 10% of greater of income/net worth per offering
12.3 Due Diligence: You are solely responsible for
your own due diligence. Only invest money you can afford to lose
entirely.
13. Fees and Payments
IDX may charge listing fees, transaction fees, processing fees, and
other fees as disclosed. You are solely responsible for your own tax
reporting and payment obligations.
14. Payments, Escrow, and
Refunds
Payments processed through third parties and may be held in escrow.
Reg CF investors may cancel until 48 hours before deadline. Refunds
processed per offering terms and applicable law.
15. User Content and IP
You grant IDX a license to host and display your content. IDX owns
all Platform IP. You may not scrape, reverse engineer, or misuse the
Platform.
16. Prohibited Conduct
You may not: violate laws; submit false information; engage in
manipulation or deception; launder money; harass others; infringe IP;
bypass controls; create multiple accounts; use bots; or transmit
malware.
17. Disclaimers
THE SERVICES ARE PROVIDED “****AS IS****”** AND
****“****AS AVAILABLE****”**** WITHOUT WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED. IDX DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.**
IDX does not warrant that any Project will succeed, any returns will
be achieved, any secondary market will exist, or any information is
complete or error-free.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IDX SHALL NOT BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, LOST PROFITS, REVENUE, DATA, OR GOODWILL, OR INVESTMENT
LOSSES.
LIABILITY CAP: IDX’s total aggregate liability shall
not exceed the greater of $100 or fees you paid to IDX in the 12 months
preceding the claim.
19. Indemnification
You agree to indemnify and hold harmless IDX from claims arising out
of: your use of Services; violation of Terms or law; violation of
third-party rights; your Project listing/disclosures; your marketing
activities; any Transaction Agreement; any dispute with another
User.
20. Dispute Resolution
20.1 Informal Resolution: Contact legal@idealidx.com
first. We will attempt resolution within 30 days.
20.2 Binding Arbitration: Any unresolved dispute
shall be resolved by binding arbitration under AAA rules in Wilmington,
Delaware (or by phone/video for claims under $10,000).
20.3 CLASS ACTION WAIVER: YOU AND IDX EACH WAIVE THE RIGHT TO
BRING OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR
REPRESENTATIVE PROCEEDING. ALL CLAIMS MUST BE BROUGHT
INDIVIDUALLY.
20.4 JURY TRIAL WAIVER: YOU AND IDX EACH WAIVE THE RIGHT TO A
JURY TRIAL.
20.5-20.6 Exceptions: Injunctive relief and small
claims may be brought in court. Broker-Dealer Partner disputes may be
subject to FINRA arbitration. You may opt out by written notice within
30 days of first accepting Terms.
21. Governing Law
These Terms shall be governed by the laws of the State of Delaware,
without regard to conflict-of-law principles, except to the extent
preempted by federal law.
22. Termination
You may terminate your account by contacting support@idealidx.com. We
may suspend or terminate access at any time for violations, fraud,
compliance, or risk management reasons. Upon termination, your right to
access ceases; surviving provisions remain in effect.
23. General Provisions
Entire Agreement. Severability. No waiver by failure to enforce.
Assignment only with consent. Electronic notices acceptable. Force
majeure excuses non-performance.
Ideal Exchange, Inc.
Legal Inquiries: legal@idealidx.com
Support: support@idealidx.com
Mailing Address: [Address]
Broker-Dealer Partner:
Dalmore Group, LLC, Member FINRA/SIPC · Rialto Markets LLC, Member
FINRA/SIPC
FINRA BrokerCheck: https://brokercheck.finra.org
