Article 1 - Purpose
These Terms of Sale (hereinafter "TOS") define the rights and obligations of the parties in connection with the acquisition of Passes issued by IM28. They apply to any subscription made via the Platform, without restriction or reservation.
Article 2 - Legal Nature of the Pass
2.1 Definition
The Pass is a title equivalent to the amount contributed by the IMpakter, considered a security under applicable regulations. It constitutes a contractual commitment for a financial and digital asset.
2.2 Characteristics
The Pass enables:
- Transparent tracking of all transactions via the IM28 Digital Registry
- Purchase or sale on the IM28 Secondary Market (subject to conditions)
- Access to a non-compounded reward mechanism
- Potential participation in IM28 decision-making surveys
2.3 Exclusion from Equity Participation
The Pass does not constitute shares, equity, or participation interests in IM28 or its affiliated entities, unless explicitly stated otherwise in complementary legal documents.
Article 3 - Available Offerings
The IMpakter may choose to allocate their Pass to one of the following offerings:
3.1 Raise28
Investment solely in impact projects. The Pass is transferable on the Secondary Market.
3.2 Earn28
Raise28 investment + included e-learning training on short-term investing and trading plan creation. The Pass is not transferable on the Secondary Market. The reward is conditional on 100% attendance.
3.3 AI28
Raise28 investment + included AI e-learning training. The Pass is not transferable on the Secondary Market. The reward is conditional on 100% attendance.
Article 4 - Subscription Process
Pass subscription is completed through the following steps:
4.1 Step 1 - Account Creation and Verification
- Registration on the Platform with required information
- Identity verification process (KYC)
- Declaration of non-U.S. citizenship
4.2 Step 2 - Offering Selection
- Selection of offering (Raise28, Earn28, or AI28)
- Definition of contribution amount
- Optionally, definition of split payment schedule
4.3 Step 3 - Contract Signing
- Review and acceptance of these TOS
- Electronic signature of individual contract including Annexes
- Declaration of having initiated contact on own initiative
4.4 Step 4 - Payment and Issuance
- Payment of contribution according to agreed terms
- Pass issuance upon receipt of funds
- Registration in the Digital Registry
Article 5 - Price and Payment Terms
5.1 Amount
The contribution amount is freely determined by the IMpakter and specified in Annex B of the individual contract. It may be paid in one or more installments according to an agreed schedule.
5.2 Payment Methods
Accepted payment methods are specified during subscription and may include bank transfer, credit card, or other means depending on the jurisdiction.
5.3 Proof of Payment
The Client acknowledges that IM28's computerized records constitute proof of transactions. These records have evidentiary value.
Article 6 - No Right of Withdrawal
Important
IMPORTANT CLAUSE - PLEASE READ CAREFULLY
The Client expressly acknowledges that the purchase of a Pass constitutes a contractual commitment for a financial and digital asset that is not subject to any right of withdrawal, reflection, cooling-off, or retraction, regardless of the applicable jurisdiction.
Once the Pass is issued and the contribution is received, the transaction is FINAL, IRREVOCABLE, and NON-REFUNDABLE, except as expressly provided herein.
Any early exit may only occur through the transfer or sale of the Pass on the authorized IM28 Secondary Market (when this option is available based on the chosen offering).
Article 7 - Reward Mechanism
7.1 Principal Return Guarantee
IM28 commits to returning the total Pass amount to the IMpakter after the defined vesting period.
7.2 Primary Cycle
- Duration: fourteen (14) months
- Reward: non-compounded percentage defined in Annex B
- Payment at the end of the vesting period
7.3 Secondary Cycles
- Duration: defined in Annex B (variable)
- Reward: non-compounded percentage defined in Annex B
- Applicable to successive renewals
7.4 Vesting Transfer
The vesting schedule follows the Pass, not the individual. In case of transfer on the Secondary Market, the new purchaser inherits the remaining vesting period.
7.5 Special Conditions for Training Offerings
For Earn28 and AI28 offerings, reward payment is conditional on 100% Client attendance in online module completion and live course participation.
Article 8 - Risk Warning
8.1 Allocation Advisory
Important
IM28 strongly advises all non-accredited, retail, or otherwise non-professional investors not to allocate more than fifty percent (50%) of their total net assets to any Pass or related product.
8.2 Inherent Risks
Passes may involve significant risks, including:
- Financial risks related to underlying projects
- Liquidity risks on the Secondary Market
- Market and valuation risks
- Regulatory risks in different jurisdictions
8.3 Client Acknowledgment
The Client expressly acknowledges that:
- The 50% recommendation is a general risk mitigation measure and not personalized financial advice
- IM28 does not assess the Client's financial situation, risk profile, or investment capacity
- The Client is solely responsible for determining whether the investment is appropriate for their circumstances
- IM28 shall bear no liability for any losses arising from excessive concentration, unsuitable investment decisions, or failure to follow this advisory
Article 9 - Regulatory Compliance
9.1 Regulation S (SEC)
IM28 issues Passes considered as securities under Regulation S of the U.S. Securities and Exchange Commission (SEC), codified at 17 CFR Part 230. This offering is made outside the United States to non-U.S. persons pursuant to the Securities Act of 1933.
9.2 Prospectus Under Approval
IM28 is in the process of obtaining prospectus approvals from the following authorities:
- India: SEBI (Securities and Exchange Board of India) under the Companies Act 2013 and SEBI ICDR Regulations
- European Union: FMA (Liechtenstein), passportable throughout EU member states under the Prospectus Regulation (EU) 2017/1129
- United Arab Emirates: SCA (Securities & Commodities Authority) or via Private Placement Memorandum (PPM)
9.3 Exemption Regime
Pending final approvals, IM28 operates under prospectus exemptions provided by each jurisdiction, limiting the number of non-accredited clients and/or total amount collected. The offering is only available to persons who have initiated contact on their own initiative (reverse solicitation).
Article 10 - Secondary Market
10.1 Principle
Passes may be bought or sold on the IM28 Secondary Market, subject to applicable restrictions.
10.2 Price Negotiation
Price negotiation for transfers is at the discretion of the seller and buyer.
10.3 Restrictions
- Passes for offerings including training (Earn28, AI28) cannot be transferred or sold on the Secondary Market
- No Pass may be sold to a U.S. citizen or resident for twelve (12) months following initial acquisition (Rule 144)
- IM28 reserves the right to suspend or limit access to the Secondary Market for regulatory compliance
Article 11 - Transparency and Digital Registry
IM28 publishes full details of all transactions occurring on each project and the resulting financial outcomes on its Digital Registry. The Client may access this information at any time via their Pass, through regular reports and real-time dashboards.
Article 12 - Specific Conditions for Training Offerings
The following provisions apply to Earn28 and AI28 offerings:
12.1 Client Capacity
The Client certifies that they have the physical, psychological, moral, and financial capacity to complete the training. Personal and professional commitments will be required for proper service delivery.
12.2 Training Content
The training includes, depending on the offering: coaching sessions, access to an exchange group (Discord or equivalent), structured training plan, practical exercises.
12.3 Non-Transferability
The Client may not assign, in whole or in part, their rights and obligations under the contract, even on the Secondary Market, without the prior written consent of the trainer.
12.4 Image Rights
The Client authorizes the use and exploitation of their image in photographs, videos, and interviews produced by the trainer, on all media and distribution channels, for communication purposes. This authorization is granted free of charge, for an unlimited duration, and worldwide. Each publication is subject to the Client's prior authorization.
12.5 Session Recording
The Client expressly agrees that all coaching sessions (calls, video conferences) may be recorded for monitoring, service improvement, and Client access purposes. Recordings are processed in accordance with applicable data protection regulations.
12.6 Result Guarantee Eligibility Conditions
For trainings with result guarantees, the Client must demonstrate:
- Strict adherence to the provided plan (documented journal)
- Completion of all required exercises within deadlines
- 100% attendance at scheduled coaching sessions
- Insufficient results despite meeting all criteria
Article 13 - Limitation of Liability
IM28's liability is strictly limited to the contribution amount paid by the Client for the relevant Pass. In no event shall IM28 be liable for indirect damages, lost profits, data loss, or intangible losses. No liability shall arise in cases of force majeure.
Article 14 - Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations caused by events beyond its reasonable control, including:
- Natural disasters and extreme weather conditions
- Wars, acts of terrorism, civil unrest
- Strikes and labor disputes
- Governmental or regulatory actions
- Epidemics and pandemics
- Major infrastructure or system failures
The affected party shall notify the other party as soon as reasonably possible and use reasonable efforts to mitigate the impact. Obligations are suspended for the duration of the event and deadlines extended accordingly.
Article 15 - Term and Termination
15.1 Term
The contract is concluded for the duration of the vesting period defined in Annex B, renewable through successive cycles.
15.2 Prohibition of Early Termination
Neither party may terminate the contract before the end of the current vesting period. No early refund or redemption is permitted under any circumstances.
15.3 Sole Early Exit Option
The only exit option before the end of the vesting period is the transfer or sale of the Pass on the authorized IM28 Secondary Market (option not available for offerings including training).
Article 16 - Taxation
The Client is solely responsible for all taxes, duties, levies, or charges arising from the purchase, holding, transfer, or sale of Passes, as well as from any returns, rewards, or payments received under this contract, in any applicable jurisdiction. IM28 does not provide tax advice and recommends that the Client consult a qualified tax advisor in their jurisdiction of residence.
Article 17 - Customer Support
IM28 provides support accessible via email (support@impakt28.vc) and through an online ticket system on the Platform. IM28 commits to responding within a reasonable timeframe.
Article 18 - Governing Law and Dispute Resolution
18.1 Governing Law
This contract shall be governed by the laws of any jurisdiction in which both parties are legally present and authorized to operate, as mutually agreed in writing at the time of any dispute.
18.2 Arbitration
Any dispute arising out of or in connection with this contract shall be finally resolved by binding arbitration under the rules of an internationally recognized arbitration institution mutually selected by the parties. The seat of arbitration shall be determined by mutual agreement. The arbitration award shall be final and enforceable in all jurisdictions where the parties are legally present.
18.3 Language of Arbitration
Arbitration shall be conducted in English, unless otherwise agreed by the parties.