Last Updated: January 01, 2024
These Terms and Conditions (“Terms”) govern your use of the IDEM Merchant Portal (the “Platform”) operated by IDEM Club Inc., a Wyoming corporation (“IDEM”, “we”, “us”, or “our”). By logging into and using your Merchant Account, you agree to be bound by the terms set forth herein, including all incorporated documents and attachments.
By accessing the Platform, you acknowledge and confirm that:
You have read, understood, and accepted the full IDEM Token Acceptance Agreement (ITCA), Merchant Agreement – Digital Payments, and the Exchange Agreement for Digital Settlement (collectively, the “Merchant Agreements”).
You agree that these Merchant Agreements are fully incorporated into and enforceable under these Terms as if fully stated herein.
You agree to be legally bound by these Terms and the Merchant Agreements as a condition of accessing or using your Merchant Account.
You agree that:
You are solely responsible for all chargebacks, fraud-related losses, network fines (including Visa/Mastercard), penalties, and related fees.
Any Visa fine, Mastercard penalty, or any card brand or processor-imposed fee arising from your transactions or your non-compliance is your responsibility and not IDEM’s.
IDEM may deduct such amounts from your payouts, rolling reserves, or initiate ACH debits to your designated bank account.
You authorize IDEM to:
Initiate ACH debits for unpaid fees, chargebacks, penalties, reserve shortfalls, or fines, with at least 2 days' notice.
Recover all costs associated with failed debits, including legal and collection fees.
Retain this authorization until all financial obligations to IDEM are fully settled.
You agree that:
IDEM may withhold reserves (5%–10%) to cover financial exposure, with final release 180 days after the last transaction, subject to chargeback and refund risk.
IDEM may adjust reserves in response to GMAP listing, chargeback ratios, refund anomalies, or suspected policy violations.
Your website will be actively monitored using Austreme or similar compliance tools.
You agree to remediate violations within 3 business days of notification.
You authorize IDEM to suspend or terminate your account upon failure to comply or discovery of prohibited products/services.
You must:
Keep chargebacks below 1.0% and refunds below 10% monthly.
Comply with local, state, federal, and international laws, including FDA, gambling, or restricted goods regulations.
Submit all required KYC documentation, provide accurate product listings, and update merchant information as required.
Operate a responsive customer support system with < 4-hour turnaround, and clearly disclose your legal business identity and contact information on your website.
You agree to fully indemnify, defend, and hold harmless IDEM and its partners from:
All fines, penalties, claims, damages, legal fees, and costs, including Visa or Mastercard penalties, whether arising from your products, marketing, operations, or failure to comply with these Terms.
Any third-party claims, regulatory actions, or card network actions tied to your merchant activity.
IDEM may suspend or terminate your Merchant Account without notice if:
You breach these Terms or the Merchant Agreements.
You are flagged for prohibited goods, fraud, excessive chargebacks, or compliance violations.
Your account remains inactive for 90 days, or fails to complete integration in 30 days.
All Platform data, including login credentials, transaction information, and monitoring reports, are confidential. Any breach of confidentiality shall trigger a $10,000 penalty per occurrence.
These Terms and the Merchant Agreements shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law provisions. Jurisdiction shall lie exclusively with the courts located in Wyoming.
These Terms, along with the incorporated Merchant Agreements and all applicable Annexes, constitute the entire and binding agreement between you and IDEM Club Inc. regarding your use of the Platform.