Terms and conditions

• DMSH Token means the DMSH utility token issued in connection with the Platform, being a digital utility token and not a financial instrument, security, or investment product.
• Custodial Wallet a Solana wallet provisioned and held on your behalf by a third-party licensed custodian, accessed by you through the Platform interface.
• Custodian the third-party licensed digital asset service provider that provisions, secures, and operates Custodial Wallets and performs KYC/AML checks.
• NFT a non-fungible token issued under the Platform NFT Programme, functioning solely as proof of access, fan status, or experience rights.
• Claim Code a single-use code issued in exchange for DMSH that unlocks a defined experience, item, or access right.
• Restricted Jurisdiction any country or territory listed in Section 4, or any jurisdiction where your use of the Platform would be unlawful.
• Artist Dimash Qudaibergen, whose fanbase the Platform serves, and whose management team is referred to as “Artist Management”.
• Consumer an individual acting wholly or mainly outside that individual’s trade, business, craft, or profession.

You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and have full legal capacity to enter into these Terms.

You must not be a resident, citizen, national, or located in any Restricted Jurisdiction, and you must not be a person subject to sanctions or otherwise prohibited from using the Platform under applicable law.

You register by providing a valid email address and creating a password. You are responsible for keeping your login credentials secure and for all activity under your account.

You must provide accurate, current, and complete information and keep it up to date. We may suspend or close accounts that contain false, incomplete, or misleading information.

One account per person. Accounts are personal to you and may not be sold, transferred, or shared.

DMSH is a utility token. It confers no ownership, equity, dividend, interest, governance right, or any other financial right in the Company, the Artist, Artist Management, or any other person.

DMSH is consumptive: its sole purpose is to access experiences, content, items, and features within the DMSH ecosystem.

DMSH does not entitle you to any share of revenue, profit, or any financial return whatsoever.

We make no representation or promise as to the present or future value, price, liquidity, or tradeability of DMSH. The price of DMSH is determined by open markets once listed and is outside our control.

DMSH is not a deposit, e-money, or a regulated payment instrument, and holding DMSH does not make you a customer of any bank or regulated deposit-taker.

You acquire and hold DMSH entirely at your own risk. You may lose the entire value of any DMSH you acquire.

The Platform is not available to persons in the following jurisdictions, and access is blocked at the network level: Russia (Russian Federation), Mainland China (PRC), the United States and US Persons wherever located, Iran, North Korea (DPRK), Syria, Cuba, Belarus, and Myanmar.

You must not use any VPN, proxy, or other technique to disguise your location or circumvent geographic restrictions. Doing so is a material breach of these Terms.

We may add jurisdictions to the restricted list at any time to comply with law, sanctions, or regulatory guidance.

Availability of the Platform in a jurisdiction is not a representation that use is lawful for you. You are responsible for ensuring your use complies with the laws applicable to you.

Identity verification (KYC) and anti-money-laundering (AML) checks are performed by the Custodian and other third parties, not by the Company. Your use of those services is also subject to the Custodian’s own terms and privacy policy.

You agree to provide any information and documentation reasonably required for KYC/AML purposes. We or the Custodian may refuse, suspend, or unwind any transaction or account pending verification.

We may report transactions and information to regulators, law enforcement, and other authorities where required by law, without notice to you where the law so requires.

On registration, a Custodial Wallet is provisioned for you by the Custodian. The Custodian holds and controls the private keys. You access your balance and transact through the Platform interface.

Because the wallet is custodial, you do not hold or manage private keys, and account recovery is by email-based password reset. We and the Custodian are not able to recover funds lost through your disclosure of credentials or your own error.

You may instead connect a self-custody wallet (such as Phantom or Solflare) where the Platform permits. If you do, you are solely responsible for the security of that wallet, its keys, and its contents. We have no access to and no responsibility for self-custody wallets.

Custody services are provided by the Custodian under its own regulatory licences. The Company is not the custodian of your assets.

7.1 Purchasing

You may purchase DMSH using the payment methods made available to you (which may include card, PayPal, regional methods, and third-party on-ramps). Payment processing is performed by third-party processors under their own terms.

All applicable fees are disclosed before you confirm a purchase. Where you use the Custodial Wallet, the Company generally absorbs processing fees; where you use a self-custody route or a third-party provider, fees and network (gas) costs may be payable by you and shown in that provider’s interface.

DMSH purchased on the Platform is delivered to your wallet at the applicable price. Before public listing, the price is the fixed price disclosed to you at the point of sale; after public listing, DMSH is delivered at the prevailing market rate. Delivery may take a short period to settle on-chain.

7.2 Sending

You may send DMSH to other Solana wallet addresses. Blockchain transactions are irreversible. We cannot reverse, cancel, or recover a transfer once it is submitted, including transfers to a wrong or incompatible address.

You are responsible for entering correct recipient details. We are not liable for losses arising from incorrect addresses or recipient error.

7.3 Spending and Claim Codes

You may spend DMSH to receive Claim Codes that unlock experiences, content, items, or access. Claim Codes are single-use and are issued only after the on-chain transaction is confirmed.

Items are limited in quantity and offered on a first-come or eligibility basis. We do not guarantee availability of any item, experience, or access right.

Certain experiences and access rights depend on third parties (including the Artist, venues, and event organisers) and may be changed, rescheduled, or cancelled by those third parties. Where an experience cannot be delivered for reasons within our reasonable control, we will use reasonable efforts to provide a comparable alternative.

Where an experience or item you have unlocked cannot be delivered and you do not accept a comparable alternative, we will credit your account with the amount of DMSH you spent on the affected Claim Code. Such a DMSH credit is your sole and exclusive remedy for non-delivery and does not constitute a cash refund. This does not affect any non-excludable right you may have as a Consumer under mandatory law.

Fees applicable to on-Platform actions are disclosed at the point of the transaction. The Company generally absorbs fees on custodial transactions, so that many on-Platform actions carry no visible fee to you.

A trading fee of 1% applies to DMSH trades executed through the decentralised exchange (DEX) liquidity pool. This is a pool-level fee built into the automated market maker and charged on swaps routed through the liquidity pool. The fee is set as a parameter of the liquidity pool, and we will not change its configuration without prior public announcement on the dimash.io platform.

Network (gas) fees on the Solana blockchain are payable to the network, not to the Company, and may apply to off-Platform transactions.

NFTs issued on the Platform are utility instruments only. They evidence access rights, fan status, or experience rights. They are not financial instruments, securities, or investments, and confer no financial return, staking yield, or passive income.

Owning an NFT grants you the access or experience rights described for that NFT at the time of issue. It does not grant any intellectual property rights in the Artist’s name, image, music, recordings, or other content, except a limited, personal, non-commercial, non-transferable licence to enjoy the associated content as described.

NFTs that incorporate audio, video, or studio content are subject to clearance from the relevant rights holders. Some content may be time-limited or withdrawn where required by a rights holder.

Auctions, raffles, and direct sales operate on the terms displayed at the time. In auctions, losing bids are refunded and winning bids are binding (and the refund of a losing bid is an express exception to Section 12). Raffle entry is free and confers no purchase obligation.

Resale of NFTs on secondary marketplaces, where technically possible, is outside the Company’s control and at your own risk. Any royalty on secondary sales is as configured in the NFT and disclosed at issue.

Voting on the Platform is a non-binding expression of fan preference only. It creates no legal obligation and confers no governance, decision-making, or control right over the Artist, Artist Management, the Company, or the project.

Each registered fan receives one free vote of equal weight per poll. You may optionally purchase one additional vote per poll where that option is offered. Purchasing an additional vote does not create any governance right and does not change the non-binding nature of voting.

No voting result obligates the Artist, Artist Management, or the Company to take or refrain from any action. Voting is not used for, and may not relate to, career, creative, touring, or commercial decisions, or any matter that would constitute control over the Artist or the project.

Where the result is within a defined margin, a published tiebreaker rule applies. Results are final once a poll closes and are not amended after close.

This Section applies to two separate and distinct rounds: the Founding Fan Round (an early-access round) and the Pre-Sale (a private round). They are offered on different terms, as set out below.

11.1 Founding Fan Round (Early Access)

The Founding Fan Round is an early-access round only. Its purpose is to allow eligible fans to participate first; it is not a discounted or preferential financial offer.

The round confers priority of access, not a price advantage or any financial benefit.

Participation does not entitle you to any financial return, and DMSH remains a utility token as described in Section 3.

11.2 Pre-Sale

The Pre-Sale is a separate round, offered solely to select invited participants. It is invite-only, non-public, and is not an offer to the public and not a solicitation in any Restricted Jurisdiction.

The Pre-Sale price is set for that round only. We make no promise or representation of any financial return, profit, or future value, and the price of any round does not indicate any expected future price of DMSH.

Pre-Sale allocations may be subject to on-chain lock-up and vesting as disclosed to you before purchase. Where a lock applies, no early unlock is possible.

11.3 Common terms

Before purchasing in either round, you must acknowledge that DMSH is a utility token and not a financial instrument, that there is no secondary market prior to public listing, that any lock-up is enforced and cannot be reversed, and that there is no guarantee of any financial return.

All prices, allocations, and round-specific terms are disclosed to participants before purchase and are confirmed at the point of sale.

All token and Claim Code transactions are final. Because blockchain transactions are irreversible, all sales and redemptions are non-refundable, except: (a) where a refund is required by mandatory applicable law; (b) the refund of losing auction bids under Section 9; and (c) the DMSH credit for non-delivery of an experience under Section 7.3.

Digital content and loss of the cancellation right: where you are a Consumer, DMSH and Claim Codes are digital content supplied to you immediately on purchase. By confirming a purchase, you expressly request and consent to immediate supply and acknowledge that you thereby lose any right to cancel that you would otherwise have under applicable distance-selling or consumer-cancellation law. This consent is captured at the point of sale.

Where mandatory consumer law gives you a right to a refund or cancellation that cannot be excluded, that right is unaffected by these Terms.

You must not, and must not attempt to:

• use the Platform for money laundering, terrorist financing, fraud, or any unlawful purpose;
• circumvent geographic, KYC, security, or rate-limiting controls, including via bots, automated farming of rewards, multiple accounts, or sybil techniques;
• manipulate voting, raffles, referral rewards, or the token market;
• publicly broadcast, redistribute, or commercialise exclusive content (members-only sharing of a login-required link is permitted, but onward public distribution is not);
• reverse engineer, disrupt, overload, or compromise the security or integrity of the Platform;
• infringe the intellectual property or other rights of the Artist, the Company, or any third party.

We may suspend or terminate access, remove status or badges, and void rewards obtained in breach of this Section.

Cohort status and badges (including soulbound recognition badges) reflect participation and are awarded, adjusted, or removed at our reasonable discretion in line with published criteria and the community code of conduct.

Status and badges have no monetary value, are not redeemable for cash, and may be revoked for breach of these Terms or the code of conduct.

All names, marks, logos, content, designs, and software on the Platform are owned by the Company, the Artist, Artist Management, or their licensors, and are protected by law. The DMSH token and Dimash names and associated imagery are used under licence.

We grant you a limited, personal, non-exclusive, non-transferable, revocable licence to use the Platform and to enjoy content you have lawfully unlocked, for personal non-commercial purposes only.

You retain rights in content you submit (such as competition entries), but grant the Company and the Artist a worldwide, royalty-free licence to use, reproduce, and display that content in connection with the Platform and the project, subject to our Privacy Policy.

The Platform relies on third parties including the Custodian, payment processors, on-ramp providers, the Solana network, decentralised exchanges, and storage providers. Your use of those services may be subject to their own terms. We are not responsible for the acts, omissions, availability, or security of third parties, and we do not control the Solana network or any DEX.

You are solely responsible for determining, reporting, and paying any taxes (including income, capital gains, VAT, or similar) that apply to your acquisition, holding, spending, or disposal of DMSH, NFTs, or any experience obtained through the Platform. The Company does not provide tax advice and is not responsible for your tax obligations. Where we are required by law to withhold or report any amount, we may do so.

You acknowledge and accept the following risks, among others:

• Market risk: the price of DMSH is volatile and may fall to zero. You may lose everything you spend.
• Technology risk: blockchains, smart contracts, and wallets can contain bugs, can be exploited, and can fail. Transactions are irreversible.
• Regulatory risk: laws affecting tokens, NFTs, and digital assets are evolving and may change in ways that affect or restrict the Platform or your holdings.
• Custody and counterparty risk: the Custodian, processors, and other third parties may fail, be hacked, or cease to operate.
• Access risk: experiences and content depend on third parties and may change or be withdrawn.

19.1 The Platform is provided “as is” and “as available”. To the fullest extent permitted by law, we exclude all warranties, express or implied, including as to merchantability, fitness for purpose, availability, and non-infringement.

19.2 Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or any liability under mandatory applicable consumer law.

19.3 Subject to clause 19.2, the Company, the Artist, and Artist Management shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any of the following:

• (a) indirect, incidental, special, consequential or punitive loss;
• (b) loss of profits, revenue, value, anticipated savings, goodwill, business or opportunity;
• (c) any loss arising from fluctuations in the value or price of DMSH Tokens, any NFT, or any digital asset, including any decrease in value, loss of liquidity, or inability to sell or transfer;
• (d) any loss arising from blockchain network conditions, including network failure, congestion, delays, forks, or the behaviour of smart contracts, save where caused by the Company’s wilful default;
• (e) any act, omission, default, insolvency, suspension or security failure of any third-party custodian, payment processor, wallet provider, exchange, or other third party;
• (f) loss of, or inability to access, DMSH Tokens, NFTs, data or other digital assets resulting from loss or compromise of your access credentials, your error, or unauthorised third-party access to your account not caused by the Company;
• (g) any suspension, modification, withdrawal or discontinuation of the Platform or any feature, product or experience offered through it; and
• (h) any loss arising from your failure to comply with these Terms or with applicable law in your jurisdiction.

19.4 Subject to clause 19.2, and subject to clause 19.3, the total aggregate liability of the Company, the Artist, and Artist Management to you arising out of or in connection with these Terms, the Platform, and any DMSH Tokens, NFTs or experiences obtained through it, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no event exceed the total amount paid by you to the Company in the three (3) months immediately preceding the event giving rise to the claim, or USD 50, whichever is lower.

You agree to indemnify and hold harmless the Company, the Artist, Artist Management, and their officers, employees, and agents against any claims, losses, liabilities, and costs (including reasonable legal fees) arising from your breach of these Terms, your misuse of the Platform, or your violation of any law or third-party right.

Where you are a Consumer, this indemnity is limited to loss that arises directly from your own breach of these Terms, your own misuse of the Platform, or your own unlawful act, and it does not extend to any liability that cannot lawfully be imposed on a Consumer.

We are not liable for any failure or delay in performing our obligations where the failure or delay results from events beyond our reasonable control, including acts of God, war, civil unrest, government action, sanctions, changes in law, blockchain network failure or congestion, failure of the Solana network or any decentralised exchange, failure of the Custodian or any payment processor, cyber-attack, or loss of internet or infrastructure services. This Section does not affect any non-excludable right you may have as a Consumer.

We may suspend, restrict, or terminate your access at any time for breach of these Terms, suspected unlawful activity, risk to the Platform or other users, or where required by law or a third-party provider.

You may stop using the Platform at any time. Provisions that by their nature should survive (including Sections 3, 12, 15, 17, 18, 19, 20, 24 and 25) survive termination.

We may amend these Terms from time to time. Material changes will be notified through the Platform or by email, and will take effect on the date stated. Continued use after changes take effect constitutes acceptance. Where you are a Consumer and a change materially and adversely affects you, you may close your account before the change takes effect, and we will not apply the change to transactions already completed. We may also modify, suspend, or discontinue features of the Platform.

These Terms are governed by English law.

Non-consumer disputes: any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, that is not a Consumer dispute shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre, which Rules are deemed incorporated by reference. The seat of arbitration shall be Dubai, the language shall be English, and the tribunal shall consist of one arbitrator.

Consumer disputes: nothing in this Section requires you, where you are a Consumer, to submit any dispute to arbitration. If you are a Consumer, you may bring proceedings in the courts of your country of residence, and you keep the benefit of any mandatory consumer-protection rights and remedies available to you there, which these Terms do not exclude or limit. Where you are an EU or UK Consumer, the choice of English law above does not deprive you of the protection afforded by mandatory provisions of the law of your habitual residence.

If any provision is held unenforceable, the remaining provisions continue in full force.

Our failure to enforce a provision is not a waiver of it.

You may not assign these Terms; we may assign them to a group company or successor.

Third-party rights: the Artist and Artist Management may, under the Contracts (Rights of Third Parties) Act 1999, enforce and rely on the provisions of these Terms that are expressed to be for their benefit (including Sections 3, 15, 19 and 20). Save as expressly stated, a person who is not a party to these Terms has no right under that Act to enforce any term, and the consent of any such person is not required to vary or rescind these Terms.

These Terms, together with the Privacy Policy and any terms displayed at the point of a transaction, form the entire agreement between you and the Company regarding the Platform.

Meritus Projects Inc., Office A, RAK DAO Business Centre, Al Riffa, Sheikh Mohammed Bin Zayed Road, Ras al Khaimah, UAE. Email: info@dimash.io