Sales Terms & Conditions

1. Introduction

These Terms & Conditions (the "Terms") govern the sale, purchase, and use of the TOTO token (the "Token") and your use of the Toto Finance platform and services.

By participating in the Token Sale, accessing our platform, or purchasing Tokens, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not participate in the Token Sale or use our services.

These Terms constitute a legally binding agreement between you ("you," "your," or "Purchaser") and the entities described below.

2. Parties and Roles

Toto Finance AG (Herrengasse 6, 9490 Vaduz, Liechtenstein) is the licensing company responsible for management custody of commodities and operating the Toto Finance – Total Tokenization platform.

LCX AG (Herrengasse 6, 9490 Vaduz, Liechtenstein) is a regulated Virtual Asset Service Provider under the Liechtenstein Token and TT Service Provider Act (TVTG) since 2020, registered with the Financial Market Authority of Liechtenstein (FMA) under registration No. 288159. LCX AG serves as:

• The official issuer of the TOTO Token
• A registered Physical Validator under the Liechtenstein Blockchain Act
• The trusted technology service provider for the Toto Finance platform

LCX AG is registered to provide the following services under TVTG:

• TT Exchange Service Provider
• TT Token Depositary
• Token Generator
• TT Key Depositary
• TT Price Service Provider
• TT Identity Service Provider
• TT Token Issuer (for its own account and for third parties)

Toto Finance Inc. (New York, United States) provides infrastructure and operational support for certain services.

References to "Toto Finance," "we," "us," or "our" in these Terms refer collectively to Toto Finance AG, LCX AG, and their affiliates as applicable to the relevant service or obligation.

3. No Public Offering

IMPORTANT: The TOTO Token is NOT offered through a public token sale.

The TOTO Token was originally issued as the TIA Token on June 5, 2023 under Liechtenstein's TVTG Blockchain Laws. The TOTO Token is an upgrade of the TIA Token, with migration occurring at a 1:1 ratio.

TOTO Tokens are not distributed through an initial coin offering (ICO), initial exchange offering (IEO), or any form of public sale conducted by Toto Finance or LCX AG. Tokens may only be acquired through:

• LCX Exchange (LCX.com) — A regulated exchange operated by LCX AG under Liechtenstein's TVTG framework
• Decentralized exchanges (e.g., Uniswap) — Third-party platforms not operated or controlled by Toto Finance
• Secondary market trading — Other exchanges where the token may be listed from time to time
• Token migration — Existing TIA Token holders may migrate their tokens to TOTO at a 1:1 ratio. https://www.toto.xyz/upgrade (Note: Upgrade available until March 4, 2026)

Disclaimer regarding decentralized exchanges: Decentralized exchanges such as Uniswap are not operated, controlled, or endorsed by Toto Finance, LCX AG, or any affiliated entity. Trading on decentralized platforms is conducted entirely at your own risk. We make no representations regarding liquidity, pricing, or security on such platforms.

4. Token Overview

Smart Contract Audit: The TOTO Token smart contract has been audited by independent security auditor: Hacken. Audit reports are available here: https://hacken.io/audits/toto-finance/

Token Utility: The TOTO Token is classified as a utility token and functions as a digital value voucher within the Toto Finance ecosystem. It provides:

• Discounts on platform service fees
• Rewards for participation in competitions and promotions
• Access to platform features and services
• Smart contract-enabled automated fee reductions and reward distributions

The TOTO Token does not represent equity, debt, ownership, profit-sharing rights, voting rights, or any claim to dividends or distributions from Toto Finance, LCX AG, or any affiliated entity.

5. Eligibility and Restricted Jurisdictions

5.1 Eligibility Requirements

To participate in the Token Sale, you must:

• Be at least 18 years of age (or the age of legal majority in your jurisdiction)
• Have the legal capacity to enter into binding contracts
• Not be a resident or citizen of a Restricted Jurisdiction (defined below)
• Successfully complete all required KYC/AML verification procedures
• Not be listed on any sanctions list maintained by the U.S. (OFAC), EU, UN, or other applicable authorities

5.2 Restricted Jurisdictions

The Token Sale is NOT available to residents, citizens, or persons located in the following restricted jurisdictions:

Sanctioned and High-Risk Jurisdictions: Afghanistan, Angola, Bahamas, Barbados, Bangladesh, Bosnia and Herzegovina, Botswana, Burkina Faso, BVI, Cambodia, Cayman Islands, China, Colombia, Cook Islands, Crimea Region, Cuba, Ecuador, Eritrea, Ethiopia, Ghana, Guyana, Iran, Iraq, Jamaica, Kenya, Kosovo, Laos, Lebanon, Libya, Mauritius, Montserrat, Morocco, Myanmar (Burma), Nauru, Nicaragua, North Korea, Pakistan, Palestinian Territory and Gaza Strip, Panama, Papua New Guinea, Samoa, Sao Tome and Principe, Senegal, Somalia, South Sudan, Sri Lanka, Sudan, Syria, Tonga, Trinidad and Tobago, Tunisia, Uganda, United States of America and its territories, Vanuatu, Venezuela, Yemen, Zimbabwe.

This list may be updated from time to time to reflect changes in applicable sanctions, regulations, or risk assessments. It is your responsibility to ensure you are not located in or a resident of a restricted jurisdiction.

5.3 Your Representations

By participating, you represent and warrant that:

• You meet all eligibility requirements
• You are not purchasing Tokens on behalf of any person in a Restricted Jurisdiction
• You will not resell or transfer Tokens to any person in a Restricted Jurisdiction
• All information you provide is accurate, complete, and not misleading

6. Token Acquisition

Since there is no public token sale, this section describes how TOTO Tokens may be acquired.

6.1 LCX Exchange

TOTO Tokens may be purchased on LCX Exchange (LCX.com), a regulated centralized exchange operated by LCX AG under Liechtenstein's TVTG framework. To purchase on LCX Exchange:

1. Create an account at LCX.com
2. Complete KYC/AML verification
3. Deposit funds or cryptocurrency
4. Purchase TOTO Tokens through available trading pairs

6.2 Decentralized Exchanges

TOTO Tokens may be available on decentralized exchanges such as Uniswap.

Important: Decentralized exchanges are NOT operated, controlled, or endorsed by Toto Finance or LCX AG. When using decentralized exchanges:

• You are solely responsible for verifying the correct token contract address
• There is no customer support or recourse for errors
• Liquidity and pricing are determined by market participants
• Smart contract risks and impermanent loss may apply
• You assume all risks associated with decentralized trading

6.3 Token Migration (TIA to TOTO)

Existing TIA Token holders may migrate their tokens to TOTO Tokens at a 1:1 ratio through the official migration portal at www.toto.xyz/upgrade

6.4 Secondary Markets

TOTO Tokens may be listed on additional exchanges from time to time. Announcements regarding new listings will be made through official Toto Finance channels. Always verify that you are using official and legitimate platforms.

6.5 Transaction Finality

All token acquisitions are final. Blockchain transactions are irreversible. You are solely responsible for:

• Verifying the correct token contract address
• Providing the correct wallet address
• Securing your private keys and wallet access

7. KYC/AML Compliance

7.1 Verification Requirements

Participation in the Token Sale is subject to anti-money laundering (AML) and know-your-customer (KYC) verification. You agree to:

• Provide accurate identification documents as requested
• Submit to identity verification procedures
• Provide proof of address and source of funds if requested
• Cooperate with ongoing due diligence requirements

7.2 Right to Refuse

We reserve the right to:

• Refuse or cancel any Token purchase at our sole discretion
• Delay or withhold Token delivery pending verification completion
• Report suspicious activity to relevant authorities as required by law
• Terminate your account if verification cannot be completed satisfactorily

8. Physical Asset Validation and Redemption

8.1 Physical Validator Role

LCX AG, as the first registered Physical Validator under the Liechtenstein Blockchain Act, ensures:

• Authentication and verification of underlying physical assets
• Compliance with certification standards (GIA, LBMA, and other applicable standards)
• Regulatory compliance for tokenized assets
• Independent verification reports and auditability

8.2 Asset Custody

Physical assets underlying tokenized products are:

• Securely held in insured custody facilities
• Certified by recognized authorities (e.g., GIA for diamonds)
• Insured by reputable insurers (e.g., Lloyd's)
• Subject to regular audits and verification

8.3 Redemption Process

For tokenized assets that offer physical redemption:

• Redemption requests must be submitted through the official Toto Finance platform
• Minimum redemption thresholds may apply depending on the asset
• Redemption is subject to verification of token ownership and identity
• Delivery timelines, fees, and logistics will be communicated at the time of redemption
• Geographic restrictions may apply for physical delivery

8.4 Redemption Fees

Redemption may be subject to:

• Processing and administrative fees
• Shipping, insurance, and handling costs
• Customs duties and import taxes (your responsibility)
• Any other fees as disclosed at the time of redemption

9. Risk Disclosures

IMPORTANT: Acquiring and holding TOTO Tokens involves significant risks. You should carefully consider the following risks:

9.1 Tokens are Non-Refundable

Toto Finance and LCX AG are not obliged to provide token holders with a refund for any reason. Token holders cannot request an exchange or redemption of monetary value vis-à-vis Toto Finance or LCX AG except as specifically provided for tokenized assets with redemption rights.

9.2 Tokens are Provided on an "As Is" Basis

Tokens are provided on an "as is" basis. Toto Finance, LCX AG, and their respective directors, officers, employees, and affiliates make no representations or warranties of any kind, whether express, implied, or statutory. Digital assets are part of a new and rapidly evolving industry, and the value of TOTO Tokens depends on the development and acceptance of this industry.

9.3 Market and Volatility Risks

• Token values can fluctuate dramatically and may lose all value
• Extreme volatility could have a material adverse effect on token value
• Past performance is not indicative of future results
• Liquidity may be limited, and you may not be able to sell tokens when desired

9.4 Risks Relating to Digital Asset Networks

• Digital asset networks are dependent upon the internet
• A disruption of the internet, the Ethereum network, or any other blockchain network on which the token may operate in the future, would affect the ability to transfer tokens
• Many digital asset networks face significant scaling challenges
• Banks may not provide banking services to digital asset businesses, which could dampen liquidity

9.5 Smart Contract Risks

• The Ethereum blockchain rests on open source software
• Token smart contracts may contain intentional or unintentional bugs or weaknesses
• Such issues may negatively affect tokens or result in loss or theft
• In the event of a software bug, there may be no remedy, refund, or compensation

9.6 Loss of Private Keys

• If a private key is lost, destroyed, or compromised and no backup is accessible, you will not be able to access your tokens
• Neither Toto Finance nor LCX AG can restore lost private keys
• Loss of private keys results in permanent, irreversible loss of tokens

9.7 Irreversible Nature of Blockchain Transactions

• Transactions recorded on the blockchain generally cannot be undone
• Even erroneous or fraudulent transactions are not reversible
• Neither Toto Finance nor LCX AG can replace missing tokens or seek reimbursement for erroneous transfers or theft

9.8 Risk of Wallet Loss, Hack, or Data Theft

• Tokens are held in wallets with coded access
• If you lose wallet access, tokens will be permanently lost
• If unauthorized third parties gain access to your wallet, tokens may be stolen
• Neither Toto Finance nor LCX AG can issue replacement tokens

9.9 Regulatory Risks

• Cryptocurrency regulations vary by jurisdiction and are evolving
• Future regulatory changes may adversely affect token value or utility
• Tokens may be classified differently in different jurisdictions

9.10 Tax Risks

• You must seek your own tax advice in relevant jurisdictions
• Token acquisition, holding, and disposal may result in adverse tax consequences
• Tax treatment varies by jurisdiction and is subject to change

9.11 Operational Risks

• The Toto Finance platform may experience downtime or discontinuation
• Third-party service providers may fail or become unavailable
• The project may not achieve its stated objectives

BY ACQUIRING TOKENS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND ACCEPT THESE RISKS.

10. User Responsibilities

10.1 General Obligations

You agree to:

• Use the platform and Tokens only for lawful purposes
• Comply with all applicable laws and regulations in your jurisdiction
• Maintain the security of your account credentials and wallet
• Provide accurate and up-to-date information
• Promptly notify us of any unauthorized account access

10.2 Prohibited Activities

You shall not:

• Use the platform for money laundering, terrorist financing, or other illegal activities
• Circumvent geographic restrictions or verification requirements
• Manipulate Token prices or engage in market manipulation
• Interfere with platform operations or security
• Use bots, scripts, or automated tools without authorization
• Infringe on intellectual property rights
• Misrepresent your identity or eligibility

11. No Investment Advice

11.1 Not Financial Advice

Nothing in these Terms, or any Toto Finance communications constitutes:

• Financial, investment, legal, or tax advice
• A recommendation to purchase Tokens
• An offer of securities or investment products
• A solicitation of investment

11.2 Independent Evaluation

You should:

• Conduct your own research and due diligence
• Consult with qualified financial, legal, and tax advisors
• Only invest what you can afford to lose
• Make independent decisions based on your own circumstances

12. Intellectual Property

12.1 Ownership

Toto Finance, LCX AG, and their licensors retain all rights, title, and interest in:

• The Toto Finance platform, software, and technology
• All trademarks, logos, and branding (including "Toto Finance," "TOTO," and "Total Tokenization")
• Documentation, content, and materials
• Smart contract code and related technology

12.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to:

• Access and use the platform for its intended purposes
• Hold and transfer Tokens in accordance with these Terms

12.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the platform
• Reverse engineer or decompile any software
• Use our trademarks without written permission
• Remove or alter any proprietary notices

13. Limitation of Liability

13.1 Disclaimer of Warranties

The platform, tokens, and services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

13.2 Limitation of Liability

To the maximum extent permitted by applicable law:

• In no event shall Toto Finance, LCX AG, or their affiliates, directors, officers, employees, or agents be liable for any indirect, incidental, special, consequential, or punitive damages
• Our total liability shall not exceed the amount you paid for tokens in the 12 months preceding the claim
• We are not liable for losses arising from third-party actions, blockchain network issues, or events outside our reasonable control

13.3 Specific Exclusions

We are not liable for:

• Loss or theft of Tokens due to your failure to secure your wallet
• Losses from incorrect wallet addresses you provide
• Losses from third-party hacks or security breaches not caused by our negligence
• Market losses or price fluctuations
• Regulatory actions affecting Token value or utility

14. Indemnification

You agree to indemnify, defend, and hold harmless Toto Finance, LCX AG, their affiliates, and their respective directors, officers, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising from:

• Your breach of these Terms
• Your violation of applicable laws
• Your use of the platform or Tokens
• Your negligence or misconduct
• Any claims by third parties related to your activities

15. Refunds and Cancellations

15.1 General Policy

Token purchases are final and non-refundable. Due to the nature of blockchain transactions, completed purchases cannot be reversed.

15.2 Exceptions

Refunds may be provided only:

• Where required by applicable mandatory consumer protection laws
• If Tokens cannot be delivered due to our failure
• At our sole discretion in exceptional circumstances

15.3 Refund Process

If a refund is approved:

• Refunds will be made in the original payment currency where possible
• Processing may take up to 30 business days
• Network fees and transaction costs may be deducted

16. Privacy and Data Protection

Your personal data is processed in accordance with our Privacy Policy.

By participating in the Token Sale, you consent to the collection, use, and processing of your personal data as described in the Privacy Policy, including for KYC/AML compliance purposes.

17. Tax Obligations

17.1 Your Responsibility

You are solely responsible for:

• Determining your tax obligations related to Token purchases, sales, and holdings
• Reporting and paying all applicable taxes in your jurisdiction
• Maintaining records for tax purposes

17.2 No Tax Advice

We do not provide tax advice. Tax treatment of digital tokens varies by jurisdiction and is subject to change. Consult a qualified tax advisor.

17.3 Withholding

We may be required to withhold taxes or report transactions to tax authorities in certain jurisdictions. You agree to cooperate with any such requirements.

18. Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to:

• Natural disasters, war, terrorism, or civil unrest
• Government actions, regulations, or sanctions
• Blockchain network failures or attacks
• Internet or infrastructure outages
• Pandemics or public health emergencies

19. Amendments

We reserve the right to amend these Terms at any time to comply with evolving laws, regulations, or operational requirements.

Changes will be communicated via the Toto Finance website. Your continued use of the platform or holding of Tokens after changes are posted constitutes acceptance of the modified Terms.

For material changes that significantly affect your rights, we will endeavor to provide advance notice where practicable.

20. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

21. Waiver

No failure or delay by us in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative.

22. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any affiliate or in connection with a merger, acquisition, or sale of assets.

23. Entire Agreement

These Terms, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and Toto Finance regarding the Token Sale and supersede all prior agreements and understandings.

24. Governing Law and Jurisdiction

24.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Principality of Liechtenstein, without regard to conflict of law principles.

24.2 Dispute Resolution

Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Liechtenstein.

24.3 Arbitration Option

At our sole discretion, we may elect to resolve disputes through binding arbitration in Vaduz, Liechtenstein, under the rules of the Liechtenstein Chamber of Commerce and Industry.

25. Contact Information

For questions regarding the Token Sale or these Terms:

Toto Finance

Email: [email protected]

Website: totofinance.co

For legal inquiries:

Email: [email protected]

26. Acknowledgment

BY ACQUIRING TOTO TOKENS, YOU ACKNOWLEDGE THAT:

1. You have read, understood, and agree to these Terms in their entirety
2. You have read and understood the risk disclosures
3. You meet all eligibility requirements
4. You are not relying on any representations not contained in these Terms
5. You have had the opportunity to seek independent legal and financial advice