Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you and Lonida LLC(“Lonida”, “we”, “us”, or “our”), a limited liability company registered in the United States, governing your access to and use of lonida.com and any related subdomains, applications and services (collectively, the “Service”).

By creating an account, checking the “I agree” box during sign-up, or otherwise accessing or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, do not create an account or otherwise use the Service.

To use the Service, you must:

• Be at least 16 years old, or the minimum age of digital consent in your jurisdiction if higher.
• Have the legal capacity to enter into a binding contract.
• Not be barred from using the Service under the laws of your country of residence or any other applicable law.
• Not have been previously suspended or removed from the Service, unless we've given you written permission to return.

By registering, you represent and warrant that you meet these requirements.

Lonida is a virtual football (soccer) club management game. You create and manage a virtual club, develop virtual players, compete in virtual competitions, and interact with a community of other managers. Nothing on the Service represents ownership of, or a stake in, any real-world football club, player, competition, or organisation.

Lonida is not a gambling, betting, or wagering service. Outcomes on the Service — including match simulations, player development, transfers, and competitions — are determined by the platform's own game logic, not by chance-based wagering against other users or the house. LONIDA Coin, described in Section 5, is a utility token used within the Service; it is not a security, investment contract, or promise of profit, and its value (if any) may fluctuate or fall to zero.

We continually add, change, and remove features (including ones described as “coming soon” elsewhere on the Service). We do not guarantee that any specific feature will launch on any particular date, or at all.

Creating a club requires a valid email address, which we verify by sending a one-time code. You are responsible for:

• Providing accurate registration information and keeping it up to date.
• Maintaining the confidentiality of your login access, PIN, and two-factor authentication credentials.
• All activity that occurs under your account, whether or not you authorised it, except where caused by our own negligence.
• Notifying us immediately at the contact address below if you suspect unauthorised access to your account.

Each person may operate one club account. Operating multiple accounts to gain an unfair advantage, evade a suspension, or manipulate any feature of the Service (including transfers, competitions, referrals, or the private sale) is prohibited — see Section 9. We use device, network, and behavioural signals to detect this, and reserve the right to merge, suspend, or terminate accounts we reasonably believe are linked in violation of this rule.

A club owner may invite other people as team members with limited permissions. The club owner remains responsible for actions taken by their invited team members within the club.

LONIDA Coin (“LONIDA” or the “Coin”) is an in-platform utility token used to transact within the Service — including transfers, loans, friendlies, marketplace purchases, and other features. Where LONIDA is issued on-chain, it operates on the Polygon network.

Ahead of public launch, we may offer a private sale allowing managers to reserve LONIDA at a discounted rate ahead of the public launch price, funded with USDC to a wallet address we generate for your account. Private sale reservations are:

• Entirely optional — you are never required to reserve any amount of LONIDA to use the Service.
• Subject to a minimum and maximum reservation amount and a published closing date, both shown on the reservation page at the time you reserve.
• Not confirmed, and do not accrue any coin, until the corresponding USDC funding is received at your wallet address.
• Expected to be honoured only if funded before the private sale closes — you should only reserve an amount you're confident you can pay before that deadline.

Repeatedly reserving and failing to fund a reservation is treated as an abuse of the reservation system under Section 9 and may result in suspension of your account, in addition to cancellation of the unfunded reservation.

A portion of the total LONIDA supply is locked in smart contracts on Polygon on a multi-year release schedule, as described on our public tokenomics page. Locked supply details are provided for transparency and do not constitute a guarantee of price, liquidity, or a public listing on any exchange.

Your Lonida wallet holds your LONIDA and, where applicable, USDC balance. Deposits, internal swaps, and other wallet functions may be available immediately on account creation; withdrawing LONIDA to an external wallet may be gated behind a launch date we control and announce on the Service.

You are solely responsible for the accuracy of any external wallet address you provide (for example, a refund or withdrawal address). Blockchain transactions are irreversible — Lonida cannot recover funds sent to an incorrect or incompatible address you supplied, and is not liable for any resulting loss.

We may set minimum amounts, fees, or temporary holds on wallet operations for security, fraud prevention, or regulatory compliance reasons, and may delay or decline a transaction we reasonably suspect is fraudulent or in breach of these Terms.

Clubs may transact with each other — transfer offers, player loans, friendly matches, and marketplace purchases (bid or buy-now) — using LONIDA. Where a platform fee applies to a transaction, the fee is disclosed to the receiving club before the transaction completes, and is deducted from the amount received rather than charged separately to the initiating club.

All in-game transactions are final once confirmed. We do not reverse a completed transfer, loan, friendly, or marketplace purchase except where required by law or where we determine, at our sole discretion, that it resulted from fraud, a platform error, or a breach of these Terms.

The Service includes community features — posts, comments, likes, following, and direct messaging between managers. When you post or send content through the Service, you are solely responsible for it. You agree not to post content that:

• Is unlawful, defamatory, harassing, hateful, or discriminatory.
• Infringes another person's intellectual property, privacy, or other legal rights.
• Contains malware, spam, or unsolicited advertising.
• Impersonates another person, club, or organisation, including Lonida staff.
• Is sexually explicit or exploits a minor in any way.

You can report content you believe violates these Terms using the in-app report option, or by emailing hello@lonida.com. We review reports and may remove content, restrict a feature, or suspend an account at our discretion — see Section 12.

In addition to anything else prohibited in these Terms, you agree not to:

• Create or control more than one club account, or coordinate with another account holder to circumvent this rule.
• Use bots, scripts, scrapers, or other automated means to access or interact with the Service, outside of any API we explicitly publish.
• Exploit a bug, glitch, or unintended platform behaviour for personal gain instead of reporting it to us.
• Attempt to gain unauthorised access to another user's account, our systems, or non-public areas of the Service.
• Reverse-engineer, decompile, or attempt to extract the source code of the Service, except where applicable law expressly permits it.
• Buy, sell, or trade club accounts, or LONIDA obtained through the Service, outside of the mechanisms we provide.
• Use the Service for any illegal purpose, including money laundering or evading sanctions.

Lonida may charge fees on certain in-platform transactions, and may earn revenue as a participant in the marketplace (for example, on players or listings the platform itself owns). Applicable fees are disclosed to the paying or receiving party before a transaction completes. We may introduce, change, or remove fees at any time; changes apply to transactions initiated after the change takes effect.

The Service — including its software, design, graphics, logos, club and player artwork, and the “Lonida” name and marks — is owned by Lonida LLC or our licensors and is protected by intellectual property laws. Except for the limited licence to use the Service as intended, these Terms do not grant you any right, title, or interest in our intellectual property.

Jerseys, badges, and other customisation you create using our design tools are made using assets and tooling we provide, and remain subject to our intellectual property rights in the underlying platform — your customisation is licensed for display within the Service under Section 12, not transferred to you as standalone artwork.

You retain ownership of the content you post to the Service (posts, comments, club branding you upload, and similar). By posting content, you grant Lonida a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, display, and distribute that content solely for the purpose of operating, promoting, and improving the Service — for example, showing your post in the community feed, your club badge on your public club page, or featuring public content in our own marketing.

This licence ends when you delete the content or your account, except where the content has been shared with other users in a way that we can't practically retract (for example, a comment reply thread), or where we're required to retain it under Section 6 of our Privacy Policy.

We may, at our discretion and with or without notice, remove content, restrict a feature, suspend, or permanently terminate your account if we reasonably believe you have violated these Terms, created risk or legal exposure for Lonida or another user, or engaged in conduct described in Section 9 — including an unfunded private sale reservation left outstanding past the closing date described in Section 5.

You may stop using the Service, or request deletion of your account, at any time.

Sections that by their nature should survive termination — including Intellectual Property, the Content Licence, Disclaimers, Limitation of Liability, Indemnification, and Dispute Resolution — continue to apply after your account is closed.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT ANY FEATURE DESCRIBED AS UPCOMING WILL LAUNCH, OR THAT LONIDA COIN WILL HOLD, GAIN, OR RETAIN ANY PARTICULAR VALUE. YOU USE THE SERVICE AT YOUR OWN RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LONIDA LLC AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, GOODWILL, OR VIRTUAL CURRENCY VALUE, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO LONIDA IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (B) ONE HUNDRED US DOLLARS (US$100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold harmless Lonida LLC and its officers, employees, and agents from any claim, liability, damage, loss, or expense (including reasonable legal fees) arising out of your use of the Service, your content, or your violation of these Terms or applicable law.

If a dispute arises out of or relates to these Terms or the Service, we ask that you first contact us at hello@lonida.com so we can try to resolve it informally.

If a dispute cannot be resolved informally within 30 days, you and Lonida agree that it will be resolved by binding arbitration on an individual basis, rather than in court, except that either party may bring an individual claim in small-claims court if it qualifies. Arbitration will be administered by a mutually agreed arbitration provider under its rules then in effect. You and Lonida each waive the right to a jury trial and to participate in a class action or class-wide arbitration.

Nothing in this section prevents either party from seeking injunctive or other equitable relief to protect its intellectual property or confidential information in a court of competent jurisdiction.

These Terms are governed by the laws of the United States and the state in which Lonida LLC is organized, without regard to conflict-of-law principles, except where applicable local consumer- protection law gives you additional rights that cannot be waived by contract.

• Entire agreement — these Terms, together with our Privacy Policy, are the entire agreement between you and Lonida regarding the Service, and supersede any prior agreement on the same subject.
• Severability — if any provision of these Terms is found unenforceable, the remaining provisions remain in full effect.
• No waiver — our failure to enforce a provision is not a waiver of our right to do so later.
• Assignment — you may not assign your rights under these Terms without our written consent; we may assign our rights, including in connection with a merger, acquisition, or sale of assets.
• Force majeure — we are not liable for a failure or delay caused by events beyond our reasonable control, including outages of third-party services we rely on (such as blockchain networks or payment processors).

We may update these Terms from time to time. If we make material changes, we will notify registered users by email and update the effective date at the top of this page. Continued use of the Service after a change takes effect constitutes acceptance of the revised Terms. If you do not agree to a change, you should stop using the Service and may request account deletion.

For questions about these Terms, to report a violation, or to raise any other concern about the Service: