Términos y condiciones

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User" or "you") and AYNI TOKEN INC., a company incorporated in the British Virgin Islands (BVI Company Number: 2174797, registered office: 19 Waterfront Drive, P.O. Box 3540, Road Town, Tortola VG1110, British Virgin Islands) (the "Company"). These Terms govern your access to and use of the Ayni Gold platform, including but not limited to the Ayni Gold (AYNI) token, the staking mechanism, the distribution of digital rewards, the Gold Units Collection, Ayni’s Market (comprising the Official Shop and the Marketplace), any governance features as and when introduced, and any future products or features, together with all related websites, applications, user interfaces, and smart contracts (collectively, the "Services").

The Company provides Users with access to a blockchain-based digital asset platform through which Users may acquire and utilize Ayni Gold (ticker: AYNI) — an ERC-20 utility token associated with operational gold mining throughput at a licensed gold mining concession in Peru. All gold production data and operational information are independently provided and verified by the concession operator, Minerales San Hilario S.C.R.L. The Company does not engage in mining or resource extraction and does not guarantee or warrant gold production. The Company acts solely as a technology and digital asset services provider, facilitating access to related data and platform functionality for Users.

By accessing or using any part of the Services, you acknowledge and agree that you have read, understood, and accept these Terms in their entirety. If you do not agree to these Terms, in whole or in part, you may not use the Services and must immediately discontinue any use.

These Terms apply to all Users and to all current and future features or products introduced by the Company.

For the purpose of these Terms:

• Ayni Gold (AYNI): An ERC-20 utility token issued on the Ethereum blockchain, associated with a measurable unit of gold mining throughput as independently reported by Minerales San Hilario S.C.R.L. AYNI is a digital asset and does not constitute ownership of physical gold, any share of mining revenue, or any rights in the mining concession.
• User: Any natural person or legal entity who registers on the Ayni Gold platform and who may access, purchase, transfer, stake, or otherwise interact with AYNI, Gold Units, or any platform feature.
• Token Holder: Any person or entity holding AYNI, whether or not registered as a User. Only registered Users may access the Services.
• Virtual Wallet: A platform-provided smart wallet (operated through third-party infrastructure, currently Turnkey) assigned to a User and accessed exclusively through the User’s registered login/email and one-time-password (OTP) verification. Defined further in Section 5.
• External Wallet: A self-custodied wallet (e.g. MetaMask) controlled directly by the User through the User’s own private keys.
• Gold Units: Non-fungible tokens (NFTs) issued by the Company on the Ethereum blockchain, referred to throughout these Terms as “Gold Units.” Each Gold Unit represents a single, distinct digital reward position within the platform, as described in Section 8. Gold Units are issued in collections; the initial collection is the “Gold Units Collection,” and the Company may issue further collections in future.
• Ayni’s Market: The Company’s marketplace environment, comprising (a) the Official Shop, being the primary market through which Users acquire Gold Units directly from the Company, and (b) the Marketplace, being the secondary market through which Users may list and acquire Gold Units from other Users.
• Services: All features, tools, the staking mechanism, smart contracts, the Gold Units Collection, Ayni’s Market, governance interfaces (when introduced), websites, APIs, mobile applications, and any present or future products or services provided by the Company.
• Staking: Locking AYNI for a fixed term to become eligible for digital reward distributions, accrued and claimable as described in Section 7.
• PAXG: A gold-backed ERC-20 token issued by Paxos Trust Company, representing ownership of physical allocated gold, managed independently of the Company and subject to the terms, risks, and operations of Paxos.
• KYC/AML: Know Your Customer / Anti-Money Laundering identity-verification and compliance processes, as described in Section 12.

Definitions apply regardless of capitalization in the body of the document.

3.1 Legal Capacity

By using the Services, you represent and warrant that:

• You are at least 18 years old, or of the legal age of majority in your jurisdiction;
• You possess the legal right, authority, and capacity to enter into these Terms; and
• Where you act on behalf of a legal entity, you are duly authorized to bind that entity, and references to “you” include that entity.

3.2 Jurisdictional Limitations and U.S. Access

You may not access or use the Services if you are located in, incorporated in, established under the laws of, ordinarily resident in, or otherwise accessing the Services from any jurisdiction where such access or use would be unlawful, would require registration, licensing, qualification, approval, or authorization not obtained by the Company, or would otherwise expose the Company, its affiliates, directors, officers, employees, contractors, or service providers to regulatory obligations, enforcement risk, or liability.

Without limiting the foregoing, the Company may restrict, suspend, or refuse access to the Services, in whole or in part, to persons or entities located in, resident in, incorporated in, accessing from, or otherwise connected with jurisdictions that present heightened legal, regulatory, sanctions, tax, consumer-protection, securities, commodities, money-transmission, virtual-asset, or compliance risk.

For the purposes of these Terms, “Restricted Jurisdiction” includes any jurisdiction subject to comprehensive sanctions, embargoes, or similar restrictive measures imposed by the United Nations, the European Union, the United Kingdom, the United States, or other applicable authority, and any jurisdiction designated by the Company from time to time as restricted.

The Services are not intended for distribution to, access by, or use by any person or entity where such distribution, access, use, offer, sale, purchase, staking, reward claiming, marketplace activity, transfer, withdrawal, or externalization would violate applicable law or require the Company to register, license, qualify, or obtain approval as an issuer, broker, dealer, exchange, investment adviser, commodity pool operator, commodity trading adviser, money services business, money transmitter, virtual asset service provider, or other regulated person, unless such registration, licence, qualification, or approval has been obtained or the Company has determined that an applicable exemption or exclusion is available.

U.S. persons, residents, citizens, entities, and persons accessing the Services from the United States may be permitted to access certain Services or features only where the Company determines, in its sole discretion, that such access is legally permissible and consistent with the Company’s compliance requirements.

The Company does not represent that the Services, AYNI, Gold Units, staking mechanism, reward mechanism, Ayni’s Market, Marketplace, withdrawals, external wallet connection, governance features, or any other current or future feature are available, suitable, or lawful for all U.S. persons or in all U.S. states or territories.

Access to certain Services or features by U.S. persons may be subject to additional eligibility checks, KYC/AML verification, sanctions screening, source-of-funds checks, accreditation, sophistication, investor-status or purchaser-status requirements, transaction limits, geographic restrictions, state-by-state restrictions, product-by-product restrictions, additional representations and warranties, or other legal and compliance procedures.

The Company may permit, restrict, suspend, or deny access to any Service or feature for U.S. persons on a case-by-case, state-by-state, product-by-product, transaction-by-transaction, or user-by-user basis, including where required or advisable under applicable securities, commodities, derivatives, money-transmission, consumer-protection, sanctions, tax, virtual-asset, or other laws and regulations.

Eligibility to access one Service or feature does not automatically create eligibility to access any other Service or feature. The Company may make certain informational, account, or holding features available to a User while restricting purchases, staking, reward claiming, Marketplace activity, withdrawals, external wallet connection, governance participation, or any other feature.

Nothing in these Terms constitutes an offer to sell, solicitation of an offer to buy, recommendation, investment advice, or promotion of AYNI, Gold Units, staking, rewards, PAXG, or any other digital asset or platform feature in any jurisdiction where such offer, solicitation, sale, purchase, recommendation, promotion, access, or use would be unlawful or would require registration, licensing, qualification, approval, or authorization not obtained by the Company.

The User is solely responsible for determining whether their access to and use of the Services is lawful in their jurisdiction. The Company may require additional information, documentation, representations, warranties, or verification to determine a User’s eligibility and may deny, suspend, limit, or terminate access where it determines, in its sole discretion, that such access may create legal, regulatory, sanctions, tax, consumer-protection, securities, commodities, money-transmission, virtual-asset, or compliance risk.

3.3 Exclusion of Prohibited Persons

The Company reserves the right to restrict, suspend, or terminate any User’s access to the Services at its sole discretion where the User is suspected of non-compliance with these eligibility provisions or any applicable legal or regulatory framework. Such measures affect platform access and platform-side functions only and do not (and cannot) extend to assets the Company is unable to control (see Section 5).

3.4 KYC Requirement

Identity verification operates at two levels:

• Payment-provider verification: Depending on the transaction amount and the payment method, the Company’s payment provider (currently Alchemy Pay) may require identity verification at the point of purchase, in accordance with the provider’s own policies.
• Platform verification (Sumsub): Completion of KYC verification on the platform, administered by Sumsub, is mandatory before any withdrawal or externalization of digital assets or rewards from the platform. The same KYC requirement applies to staking-related withdrawals and to withdrawals or claims relating to Gold Units.

Failure to complete KYC, or the provision of inaccurate or untruthful information, may result in denial of withdrawal, suspension of platform access, or termination of Services.

4.1 Overview

The Company operates the Ayni Gold platform, a blockchain-based system that enables Users to acquire, hold, and stake AYNI, to acquire and hold Gold Units, and to become eligible for digital reward distributions (including PAXG) calculated by reference to gold extraction output independently reported by Minerales San Hilario S.C.R.L. The Company does not conduct mining or extraction and does not guarantee or warrant gold production. The platform is currently operated by the Company; certain decentralized features (such as governance) are planned for future introduction as set out in these Terms.

4.2 Custody Position

The Company does not provide custodial or asset-management services in respect of Users’ on-chain assets. The Company does not have the ability to access, move, transfer, freeze, seize, or recover AYNI, Gold Units, or rewards held in a User’s Virtual Wallet or External Wallet. On-chain transactions require authorization by the User through the User’s registered access method. The User is solely responsible for the security and management of their access credentials and, where an External Wallet is used, their private keys. The mechanics of Virtual Wallet access and its limits are set out in Section 5.

4.3 Price Feeds and Data Providers

The platform may rely on third-party data providers, including centralized and decentralized oracles, to obtain pricing and gold-production data. The Company cannot guarantee the accuracy, completeness, or timeliness of such data and is not liable for losses, errors, or interruptions resulting from reliance on external data feeds.

4.4 No Investment Advice or Financial Services

The Services do not constitute financial, investment, tax, or legal advice. The Company is not registered with or regulated by any financial authority, and no communication from the Company or its affiliates, employees, or community members should be construed as offering investment products, managed portfolios, or securities. Users acknowledge that participation involves inherent financial and technical risks and agree to seek independent professional advice before engaging with the platform or acquiring any digital asset.

5.1 Virtual Wallet and Access Method

Upon registration, the User is assigned a Virtual Wallet operated through third-party smart-wallet infrastructure (currently Turnkey). Access to the Virtual Wallet is bound to, and exercised exclusively through, the User’s registered login method (email address) and one-time-password (OTP) verification sent to that email. The User’s email and login credentials therefore function as the sole means of accessing, authorizing transactions in, and controlling the Virtual Wallet and the assets it holds.

5.2 Sole Control and Responsibility

Because access is bound to the User’s email and OTP, the User — and only the User — controls the Virtual Wallet. The Company does not hold, store, or have access to the User’s private keys, and the Company cannot authorize, reverse, or execute any transaction on the User’s behalf. The User is solely responsible for maintaining secure, uninterrupted access to the registered email account and login credentials.

5.3 Loss of Access — No Recovery by the Company

This is a critical provision. The User must read and understand it before using the Services.

Access to the Virtual Wallet depends entirely on the User’s continued access to the registered email account, which is required to receive the OTP. If the User loses access to that email account:

• The User will be unable to receive the OTP and will therefore be unable to access, transact with, or withdraw any AYNI, Gold Units, or rewards held in the Virtual Wallet;
• The Company has no technical ability to retrieve, restore, transfer, or recover the User’s funds or assets, and cannot grant the User alternative access;
• The Company cannot reset, bypass, or substitute the OTP/email access mechanism; and
• The assets held in the Virtual Wallet will remain inaccessible to both the User and the Company for as long as the User does not have access to the associated email account.

Temporary versus permanent loss. If the User subsequently regains access to the associated email account, access to the Virtual Wallet and its assets can be restored. However, if access to the email account is permanently lost — including where the email account is deleted, closed, or otherwise becomes permanently unrecoverable — then access to the Virtual Wallet and all assets it holds will be permanently and irreversibly lost, with no possibility of recovery by the User or the Company.

The User acknowledges and accepts that the security and continuity of the registered email account is a risk borne entirely by the User, that the Company bears no liability whatsoever for any resulting inability to access or any permanent loss of assets, and that the Company’s inability to assist is a direct and intended consequence of the platform’s non-custodial control design.

5.4 External Wallets

Where the User migrates to or uses an External Wallet, the User assumes full and exclusive responsibility for the security of their private keys and recovery information. Loss of private keys or recovery information may result in permanent and irreversible loss of assets, which the Company cannot recover under any circumstances.

6.1 Token Functionality

AYNI is a utility token issued on the Ethereum blockchain. It serves to: (a) enable eligibility for staking and associated digital reward distributions (including PAXG); (b) unlock platform tiers, utilities, and features as described in platform documentation; and (c) where governance features are introduced in future, enable participation in such governance as and when available. Holding AYNI does not entitle the User to ownership of physical gold, nor to any income, profit, dividend, or return derived from mining operations.

6.2 Token Supply and Allocation

As described in the official Whitepaper, the total supply of AYNI is fixed at 806,451,613 units. Allocation among team, advisors, community, reserves, and other categories, together with applicable vesting and lock-up schedules, is transparent and auditable on the Ethereum blockchain. The circulating supply may decrease over time through the planned token-burn mechanism described in Section 10.

6.3 No Ownership or Equity Rights

Holding AYNI does not confer equity, dividends, profit-sharing, or legal ownership in the Company, Minerales San Hilario S.C.R.L., or any affiliate, nor any right to physical gold, mining assets, equipment, infrastructure, or mining revenue.

6.4 Regulatory Position — Not a Security

AYNI is designed and intended solely as a utility token and is not intended to constitute a security, share, or regulated financial instrument in any jurisdiction. The Company expressly disclaims any such characterization. The Company has obtained a legal opinion supporting the characterization of AYNI as a utility token and not a security. Users are encouraged to seek independent legal advice before acquiring or interacting with AYNI.

6.5 Distribution Channels

AYNI may be acquired directly from the Company, through OTC transactions for larger volumes, or via approved secondary-market channels (including decentralized exchanges). The Company does not guarantee the availability of AYNI on any specific exchange or marketplace.

6.6 Secondary Market Disclaimer

The Company does not operate, control, or endorse any third-party secondary markets for AYNI. Any purchase, sale, or transfer through third-party platforms is at the User’s sole risk, and the Company assumes no liability for loss, illiquidity, erroneous listings, volatility, or counterparty default arising from such transactions.

6.7 Utilities and Platform Features

AYNI may enable access to tiers, utilities, premium features, discounts, and partner offers as described in platform documentation. The Company may modify, limit, or discontinue any utility or feature at its discretion. Utilities confer no rights or entitlements.

6.8 No Redemption or Buyback Obligation

The Company has no obligation to redeem, repurchase, buy back, exchange, or otherwise provide liquidity for AYNI or Gold Units. Any secondary-market liquidity depends entirely on independent third-party or user activity. For the avoidance of doubt, any discretionary open-market repurchases contemplated by the token-burn mechanism in Section 10 (if and when implemented) are undertaken at the Company’s sole discretion for the purpose of burning tokens and do not constitute any redemption, buyback, or liquidity obligation to Users.

7.1 Staking Overview

Users may stake AYNI for a fixed term via the platform’s staking mechanism to become eligible for digital reward distributions in PAXG. Staking is voluntary. Reward eligibility relates to gold extraction output independently reported by Minerales San Hilario S.C.R.L.

7.2 Accrual of Rewards

Rewards accrue on a working-day basis and are not credited for non-working days (Sundays are excluded, and certain Saturdays may be excluded). A daily eligibility snapshot is taken at 14:00 UTC: AYNI staked before the snapshot is eligible from the same day; AYNI staked after the snapshot becomes eligible the following day. Reward calculations take into account staked throughput, operational expenditure, reported gold content of extracted ore, and applicable fees and multipliers as described in platform documentation. Rewards are not auto-compounded.

7.3 Claiming of Rewards

Accrued rewards are not automatically distributed. Rewards become claimable by the User in 90-day cycles. Until claimed, rewards remain accrued to the User’s position. Claimed rewards are credited to the User’s Virtual Wallet (or, in the external-wallet phase, to the User’s connected External Wallet). The User is solely responsible for initiating claims and for the accuracy and security of the receiving wallet. The Company is not liable for unclaimed rewards or for payouts affected by incorrect wallet information or loss of access (see Section 5).

7.4 Lock-Up Terms

Users may select from predefined fixed staking durations (12, 24, 36, and 48 months), each associated with different reward multipliers as described in platform documentation. A minimum staking duration applies for tier-qualification purposes. Early withdrawal of staked tokens is generally not permitted. The Company does not have the ability to unilaterally unstake, move, or withdraw a User’s staked position; no such function is available to the Company. Any unstaking occurs solely in accordance with the terms of the staking contract and the User’s selected duration.

7.5 No Guarantee of Return

Staking does not guarantee profit, fixed income, or any specific return. Variability in gold yield, market prices, operational downtime, regulatory action, or other factors may affect the amount or timing of rewards.

7.6 Fees

Staking and reward calculations are subject to a variable Success Fee as described in platform documentation. The Company may adjust fee rates, minimums, or structures. Users are responsible for reviewing the applicable fee schedule before staking.

8.1 Overview

The Gold Units Collection consists of non-fungible tokens (NFTs) issued by the Company on the Ethereum blockchain and referred to throughout these Terms as “Gold Units.” Each Gold Unit represents a single, distinct digital reward position within the platform. Gold Units are offered across six tiers, in ascending order: Pickaxe, Wheelbarrow, Excavator, Truck, Trommel, and Scale. Tier parameters and prices are as set out in platform documentation and may be updated by the Company.

8.2 Reward Positions — No Merging

Each Gold Unit constitutes one independent reward position. Holding multiple Gold Units does not merge or combine their reward positions; each Gold Unit accrues and is claimed independently. Rewards from Gold Units are displayed together with staking rewards on the User’s platform dashboard for convenience, but remain distinct positions.

8.3 Gold Unit Reward Accrual and Claiming

Rewards associated with a Gold Unit accrue and become claimable in 90-day cycles tied to the individual Gold Unit. These claim windows are a property of the Gold Unit itself and do not reset upon a change of owner. A new owner inherits the Gold Unit’s existing claim cycle as it stands at the time of transfer. Withdrawal of rewards earned from Gold Units follows the standard KYC-then-withdrawal process described in Sections 3.4 and 12, independently of the platform lock-up in Section 8.6.

8.4 Phased Ownership Model

• Phase 1 — Internal (Web2) ownership: During Phase 1, Gold Units may be represented as internal platform records associated with future or platform-controlled NFT functionality. There is no external mint-out, and Gold Units are not transferred to External Wallets during this phase. Purchase of a Gold Unit in Phase 1 does not by itself require platform (Sumsub) KYC; however, payment-provider verification may apply at purchase depending on amount, and platform KYC remains mandatory before any withdrawal or externalization (Section 3.4).
• Phase 2 — External ownership: Following the Company’s announcement of completion of the external-ownership phase, Users may hold Gold Units in their External Wallet. In this phase, completion of platform KYC and connection of a verified External Wallet are required in order to claim rewards associated with a Gold Unit.

8.5 Ayni’s Market — Official Shop and Marketplace

Gold Units are transacted within Ayni’s Market, which comprises:

• The Official Shop (primary market): the venue through which Users acquire Gold Units directly from the Company, at the listed reference prices, via the platform’s payment provider.
• The Marketplace (secondary market): the venue through which Users may list and acquire Gold Units from other Users, on the following terms:
  • Currency: Listings and purchases on the Marketplace are denominated and settled in AYNI only.
  • Listing type: Fixed-price listings. Additional formats may be introduced in future.
  • Seller cancellation: A seller may cancel an active listing at any time before sale.
  • Rewards during listing: Rewards continue to accrue to the seller while a Gold Unit is listed, up until the point of sale; thereafter they accrue to the buyer, subject to Section 8.3.
  • Service fee: A 5% service fee applies and is included in the buyer’s final price.
  • Risk: Marketplace transactions are executed at the Users’ own risk. The Company does not guarantee liquidity, price, or the conduct of any counterparty.

8.6 Platform Lock-Up — Gold Units Cannot Leave the Platform Until Phase 2

Gold Units cannot be removed, transferred off, externalized, or sent to any External Wallet until the Company announces the completion of the external-ownership phase (Phase 2). Until that announcement, Gold Units remain under internal platform ownership and may only be held and transacted within the platform. For the avoidance of doubt:

• During the lock-up (Phase 1), a holder may still sell or transfer a Gold Unit on the Marketplace, provided the transaction remains entirely on-platform;
• The lock-up applies to the Gold Unit itself, not to rewards earned from it; rewards may be withdrawn in accordance with the standard KYC-then-withdrawal process (Sections 3.4, 8.3, and 12), independently of this lock-up; and
• The end of the lock-up is determined solely by the Company’s announcement of completion of the external-ownership phase.

8.7 Gold Units — Not a Security; No Underlying Rights

Gold Units are digital assets representing a platform reward position only. They do not constitute a security, share, or regulated financial instrument, and do not confer equity, ownership of physical gold, any share of mining revenue, or any interest in the mining concession. No profit, yield, or return is guaranteed.

8.8 Gold Unit Intellectual Property

The Company owns all intellectual property rights in the artwork associated with the Gold Units and in the Ayni Gold brand. Subject to full payment and continued compliance with these Terms, the Company grants the holder of a Gold Unit a worldwide, non-exclusive, royalty-free, revocable licence to display the associated artwork for personal, non-commercial purposes only. Purchase of a Gold Unit does not transfer copyright or grant any commercial-exploitation rights in the artwork. Any commercial use requires the Company’s prior written consent.

9.1. Market and Volatility Risk

The value of AYNI, Gold Units, and PAXG may be highly volatile. Cryptocurrency and precious-metals markets are subject to significant fluctuations due to economic events, regulatory developments, and speculative activity. Users are solely responsible for assessing their individual risk tolerance before participating.

9.2. Operational Risk

Actual gold production and associated data may be affected by factors beyond the Company’s control, such as equipment failure, adverse weather, labor issues, regulatory action, or supply-chain disruption. The amount and timing of rewards are not guaranteed and are subject to the operational realities of the concession operated by Minerales San Hilario S.C.R.L.

9.3. Smart Contract Risk

Platform operations depend on blockchain-based smart contracts. While these may undergo audits and testing, vulnerabilities, bugs, or technical failures could occur, potentially resulting in loss of funds, errors in distribution, or other malfunctions. Users accept all risks associated with interacting with smart contracts and decentralized technologies.

9.4. Legal and Regulatory Risk

Laws and regulations governing digital assets, tokenized assets, and decentralized platforms may change rapidly and without notice. Authorities in different jurisdictions may impose requirements or restrictions that limit or prohibit use of the platform. The Company is not liable for any loss of access, disruption, or inability to participate resulting from changes in applicable law or regulation.

9.5. Virtual Wallet Access Risk

Loss of access to the registered email account will render assets inaccessible, and the Company cannot recover or restore access. Permanent loss of the email account may result in permanent and irreversible loss of assets (Section 5).

9.6. Custody and Key Management Risk

The Company does not provide custodial wallet services and cannot assist with the recovery of lost wallet credentials or private keys. Loss of access to your wallet or backup information may result in permanent loss of your AYNI, Gold Units, and rewards. You are solely responsible for safeguarding your access method and maintaining secure backups.

9.7. Gold Unit Risk

Gold Unit values are speculative and may be volatile or illiquid. The Marketplace may have limited or no liquidity. Reward positions associated with Gold Units are subject to the same operational and gold-production variability as staking.

9.8. Third-Party Infrastructure Risk

The platform depends on third-party providers (including the smart-wallet provider, payment provider, KYC provider, and oracles). The Company is not liable for their failure, downtime, or error.

9.9. No Guarantee of Profit

The Company does not guarantee any profit, yield, or income from participation. Staking, holding, or transacting with AYNI or Gold Units should not be considered a risk-free or interest-bearing activity. Past performance or historical rewards are not indicative of future results.

9.10. User Tax and Legal Obligations

Users are solely responsible for determining and complying with all applicable tax, legal, and regulatory requirements in their jurisdiction, including reporting and payment obligations related to their activities on the platform. The Company does not provide tax or legal advice and is not liable for a User’s non-compliance.

9.11. Amendments

These Terms may be amended by the Company as set out in Section 17. No provision of these Terms may be amended by token-holder or governance vote unless and until a decentralized governance framework is formally implemented and such a mechanism is expressly adopted.

9.12. Marketing Materials Not Binding

Any website content, calculator, dashboard projection, presentation, community post, or marketing material is provided for informational purposes only and does not modify these Terms or create any guarantee, obligation, or entitlement.

The Company intends to introduce a deflationary mechanism involving scheduled buybacks and permanent burns of AYNI, funded by a portion of collected Success Fees and executed on-chain. As currently planned, a defined percentage of collected Success Fees would be allocated to open-market repurchase of AYNI, with repurchased tokens sent to a non-recoverable burn address. This mechanism is not yet implemented. Parameters, timing, and the allocated percentage are subject to change and will be confirmed in platform documentation if and when the mechanism goes live. The Company makes no representation or guarantee regarding any effect on token value, price, or market performance. The value and price of AYNI are subject to free-market forces and may fluctuate at any time.

The Company intends to introduce a governance framework, currently targeted for Q4 2026, under which AYNI holders may, when and to the extent the framework is implemented, propose and vote on certain platform matters via on-chain smart contracts. No governance framework is live as of the date of these Terms, and the Company currently retains operational authority over the platform. The eventual scope, voting mechanics, treasury arrangements, quorum thresholds, and any emergency-council or time-lock features will be defined and disclosed at launch. Nothing in this Section creates any present right to govern, vote, or direct the platform or its treasury.

12.1. Commitment

The Company is committed to compliance with applicable AML and Counter-Terrorist Financing (CFT) requirements. Identity verification operates at the two levels described in Section 3.4: payment-provider verification at purchase (amount-dependent) and mandatory platform verification (Sumsub) before any withdrawal or externalization. The same platform KYC applies across staking and Gold Unit activity.

12.2. Documentation

Verification may require government-issued photo ID, proof of residence, source-of-funds information, and biometric/selfie confirmation, as required by the relevant provider.

12.3. Cooperation and Consequences

Refusal or failure to complete KYC may result in denial of withdrawal, suspension of platform access, ineligibility to claim rewards, and suspension or termination of the account. Such measures affect platform access and platform-side functions only; they do not (and cannot) extend to on-chain assets the Company is unable to control.

12.4. Data Handling

Identity-verification documentation is processed and stored by the regulated third-party KYC provider in accordance with applicable data-protection law. The Company processes certain User data directly in operating the Services — including registration email, authentication data, product-analytics data, and customer-support data — through its service providers. The Company’s processing of personal data is described in its Privacy Policy, available at https://www.ayni.gold/privacy-policy.

13.1. Acceptable Use

By accessing or using the Services, you agree to use the platform solely for lawful purposes and in accordance with these Terms.

13.2. Prohibited Activities (including, without limitation):

• Unauthorized access to or modification of platform smart contracts, source code, or infrastructure;
• Using the platform to conceal the origin or destination of illegally obtained funds or assets;
• Disrupting, interfering with, or circumventing platform mechanisms, staking, or distribution systems;
• Exploiting bugs, vulnerabilities, or economic loopholes for personal gain;
• Coordinating or participating in manipulation of governance or voting processes;
• Impersonating any person or entity, or providing falsified information during KYC or verification;
• Distributing malware, phishing, or fraudulent material through any platform feature;
• Attempting to de-anonymize or compromise the privacy of other Users or on-chain data through unauthorized analysis.

13.3. Enforcement

Violations may result in suspension or permanent revocation of platform access; blacklisting from platform participation; ineligibility to claim rewards or platform benefits; withholding of platform-side reward-claim processing; and reporting to competent authorities where required by law. The Company does not assert, and does not have, any ability to seize or freeze on-chain assets held in a User’s Virtual Wallet or External Wallet.

14.1. No Warranties

The Company provides the platform and all Services strictly on an “AS IS” and “AS AVAILABLE” basis. No warranties, express or implied — including merchantability, fitness for a particular purpose, title, or non-infringement — are made. Your use of the Services is at your own risk.

14.2. Excluded Damages

To the fullest extent permitted by law, the Company, its developers, contractors, affiliates, and service providers shall not be liable for any direct, indirect, punitive, incidental, special, or consequential damages, including:

• Loss resulting from loss of email or Virtual Wallet access (Section 5);
• Loss of access to wallets, private keys, credentials, or digital assets;
• Miscalculated, missing, delayed, or erroneous rewards;
• Software bugs, code vulnerabilities, security incidents, or protocol failures;
• Gold Unit illiquidity or loss of value;
• Regulatory or legal actions affecting token value, access, or status;
• Token burn events or other token modifications resulting from protocol decisions;
• Errors or inaccuracies in any displayed, calculated, or reported data;
• Failure, downtime, or error of third-party infrastructure.

14.3. Cumulative Liability Cap

Where liability cannot be entirely disclaimed under applicable law, the total cumulative liability of the Company and its contributors for any and all claims arising under these Terms shall not exceed USD 100 or its equivalent in digital assets, regardless of the cause, nature, or basis of the claim. Nothing in these Terms shall limit liability for fraud, gross negligence, or willful misconduct where such limitation is not permitted by law.

14.4. User Responsibility

You are solely responsible for safeguarding your access credentials; understanding and accepting the risks of smart-contract and decentralized-protocol interaction; complying with all applicable laws and tax obligations; and bearing all risks related to value fluctuation, protocol changes, technological failure, or platform discontinuation.

14.5. Third-Party Tokens and Protocols

The platform may use, reference, or distribute third-party tokens (including PAXG) and integrate with external protocols and oracles. The Company does not control, endorse, or guarantee any third-party token, protocol, or price feed and disclaims liability for any related loss, error, or failure.

14.6. No Rights in Physical Gold or Mining Operations

Neither AYNI nor any Gold Unit confers any right to physical gold, any share of mining revenue, or any direct interest in the mining concession operated by Minerales San Hilario S.C.R.L. Their utility is exclusively as digital assets within the platform.

14.7. Experimental Features

Some features, products, or integrations may be provided on a beta or experimental basis. The Company makes no guarantee regarding their continued availability or performance and is not liable for any related loss or disruption.

15.1. Right to Terminate

The Company may suspend or terminate your access to any or all Services, with or without prior notice, for breach of these Terms or platform policies; failure or refusal to complete required KYC/AML procedures; violation of applicable law; conduct that threatens platform security, integrity, or stability; or where otherwise required by law or competent authority.

15.2. Consequences of Termination

On termination or suspension: you lose access to platform rewards, distributions, and benefits; any governance or voting rights (when introduced) may be suspended or removed; your platform participation may be blacklisted; and unclaimed reward processing may be withheld. The Company does not and cannot seize, freeze, or confiscate on-chain assets the User controls.

15.3. No Entitlement to Compensation

The Company shall not be liable for any compensation, reimbursement, or damages in connection with any suspension or termination of access, regardless of cause.

16.1. Governing Law

These Terms and all matters relating to your use of the Services are governed by, and construed in accordance with, the laws of the British Virgin Islands.

16.2. Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services that cannot be resolved through negotiation shall be submitted to final and binding arbitration under the rules of the BVI International Arbitration Centre, with seat and venue in Tortola, British Virgin Islands. Users may initiate claims or inquiries by contacting legal@ayni.gold.

16.3. Waiver of Class Actions

To the fullest extent permitted by law, all disputes must be brought solely on an individual basis, and the parties expressly waive any right to bring or participate in any class, collective, or representative action.

17.1. Entire Agreement

These Terms, together with the Ayni Gold Whitepaper, the Privacy Policy (https://www.ayni.gold/privacy-policy), the KYC Policy, and any formally adopted governance rules, represent the full and exclusive agreement between you and the Company regarding use of the platform and Services, superseding all prior agreements, understandings, or communications.

17.2. Severability

If any provision is held invalid, illegal, or unenforceable, the remaining provisions continue in full force to the maximum extent permitted by law.

17.3. Assignment

You may not assign or transfer any rights or obligations under these Terms without the Company’s prior written consent. The Company may assign or transfer its rights or obligations at its sole discretion and without restriction.

17.4. No Waiver

No failure or delay by the Company in exercising or enforcing any right or provision constitutes a waiver of that or any future right or provision.

17.5. Language

These Terms are provided in English. Any translation is for convenience only and has no legal effect or binding authority.

17.6. Updates and Notifications

The Company may update or modify these Terms at any time. Notice of updates will be provided by publication on the official website or by email, where applicable. Continued use of the Services after such notice constitutes acceptance of the revised Terms.

17.7. Contact

For legal inquiries or formal communications: legal@ayni.gold — https://ayni.gold