KII Token Sale Terms
Last updated: July 31, 2026
These KII Token Sale Terms (these “Terms”) govern the offer and sale of KII tokens (“KII” or the “Tokens”) by KiiGlobal S.A.S., a sociedad por acciones simplificada organized under the laws of the Republic of Colombia (the “Issuer,” “we,” “us”). By clicking “I Agree,” registering for, or participating in the Sale (as defined below), you enter into a binding agreement with the Issuer on these Terms. If you do not agree, do not participate.
THE TOKENS ARE NOT OFFERED TO, AND MAY NOT BE PURCHASED BY OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, ANY PERSON LOCATED IN THE UNITED STATES, OR ANY PERSON IN AN EXCLUDED JURISDICTION (SECTION 3). THE TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS.
1. The Sale
The Issuer is offering up to 13,242,858 KII at a multi-tier price per Token, as set forth in the pricing schedule in the Disclosures, for maximum aggregate proceeds of US$1,000,000 (the “Sale”).
The Sale is conducted through a sale interface hosted or designated by the Issuer (the “Sale Site”). Identity verification, residence verification, and eligibility screening are performed by Sonar, an authentication service operated by Gm Echo Clicks Ltd, a British Virgin Islands company (“Sonar”). Sonar is a third-party verification provider only. Sonar is not an offeror, seller, broker, dealer, placement agent, adviser, or counterparty in respect of the Tokens, does not conduct or facilitate the purchase transaction, and has no responsibility for these Terms, the Disclosures, or the Tokens. Your contractual counterparty for the purchase of Tokens is the Issuer only.
The Sale consists of (a) a pre-registration period beginning on or about July 27, 2026, during which prospective purchasers complete Sonar verification, and (b) a purchase window expected to open in August 2026 (the “Sale Window”). The Issuer may open, extend, shorten, suspend, or close the Sale Window, or reject any or all purchase commitments, in its sole discretion, at any time and without notice.
The Issuer has published a document titled “KII Token & Sale Disclosures” (the “Disclosures”), available on the Sale Site. The Disclosures form part of these Terms. You represent that you have read and understood the Disclosures, including the Risk Factors, before committing to purchase.
2. Eligibility
You may participate only if all of the following are true at registration, at the time of your purchase commitment, and at settlement: (a) you are at least 18 years old and have full legal capacity; (b) you have completed Sonar verification and been confirmed eligible; (c) you are not an Excluded Person (Section 3); (d) your participation is lawful in every jurisdiction applicable to you; and (e) every representation in Section 8 is true and accurate.
Eligibility is determined on a fail-closed basis: if your information is incomplete, inconsistent, or unverifiable, or if verification signals (including IP address, VPN, proxy or similar anonymization indicators, device or payment data) are inconsistent with your declared residence or location, you will be rejected or held for manual review. The Issuer’s eligibility determinations are final.
3. Excluded Persons and Excluded Jurisdictions
“Excluded Person” means: (a) any “U.S. person,” including any natural person located in the United States of America or its territories at registration, purchase commitment, or settlement, any entity organized under U.S. law, and any account held for the account or benefit of any of the foregoing; (b) any natural person resident or located in, or entity organized in, any Excluded Jurisdiction; (c) any person that is the subject of sanctions administered by OFAC, the UN Security Council, the European Union, the UK’s HM Treasury, or any similar authority, or that is owned or controlled by, or acting for the benefit of, any such person; and (d) any person, entity, or arrangement formed or used for the purpose of evading these restrictions.
“Excluded Jurisdictions” are: the United States of America and its territories; Canada; Australia; the People’s Republic of China; the United Kingdom; the Republic of El Salvador; Afghanistan; Bosnia and Herzegovina; Burkina Faso; Cameroon; the Central African Republic; the Democratic Republic of the Congo; Ethiopia; Guinea; Iraq; Lebanon; Libya; Mali; Myanmar; Somalia; Sudan; Cuba; Iran; North Korea; Syria; Russia; Belarus; the Crimea, Donetsk, Luhansk, Kherson and Zaporizhzhia regions of Ukraine; and any other jurisdiction designated on the Sale Site’s country schedule as excluded. The Issuer will remove El Salvador from this list only upon written confirmation from local counsel in the applicable jurisdiction that the Sale, as structured, may be opened to purchasers there.
Null and void; refund-only remedy. Any purchase, or attempted purchase, by or for the account or benefit of an Excluded Person is prohibited, void ab initio, and confers no rights. If the Issuer determines at any time (before or after delivery) that a purchaser was an Excluded Person or that any Section 8 representation was untrue, the Issuer may (a) cancel the purchase and refund the purchase amount (without interest, net of network and processing costs) to the originating address, and/or (b) withhold, cancel, or require the return of any Tokens delivered. If Tokens have been delivered, the purchaser must promptly return them to an address designated by the Issuer, and the Issuer has no obligation to make a refund until the Tokens have been returned, recovered, or cancelled. Any transfer made before return remains a breach of these Terms and does not limit the Issuer’s remedies under Section 11.3. Refund of the purchase amount is the sole and exclusive remedy of any such person, and no such person shall have any right to Tokens, damages, or other relief.
4. Purchase Mechanics; Payment
Purchase commitments may be made only during the Sale Window through the Sale Site, in USDT and/or USDC on the network(s) designated on the Sale Site. Minimum purchase: US$10. Maximum purchase per verified participant (aggregated across wallets and affiliates), and the maximum number of wallet addresses that may be associated with one verified participant, will be set by the Issuer and published on the Sale Site before the Sale Window opens.
Payment must originate from a wallet associated with your verified Sonar profile. Payments from third parties, unverified wallets, mixers, or wallets flagged by screening are rejected or held; associated commitments may be cancelled.
A purchase commitment is an irrevocable offer by you, and is accepted by the Issuer only when the Issuer sends the allocation confirmation described in Section 5.4. The Issuer may reject any commitment in whole or in part for any reason.
5. Allocation; Oversubscription; Refunds
If aggregate commitments exceed the Sale cap, allocations will be made pro rata to committed amounts, or under such other objective allocation methodology as the Issuer publishes on the Sale Site before the Sale Window opens. The allocation methodology in effect will be stated on the Sale Site before the Sale Window opens and will be applied uniformly.
Committed amounts not accepted are refundable to the originating wallet within 10 business days after the Sale Window closes, without interest, net of network costs. No fiat refunds; refunds are made in the payment asset.
The Issuer will publish aggregate results (total commitments, participants, allocation outcome) after the close. Individual data is not published.
After completing allocations, the Issuer will send each purchaser a notice stating the accepted allocation and the refundable balance. Receipt of payment does not constitute acceptance. A purchase contract is formed only for the accepted allocation when that notice is sent.
6. Delivery of Tokens
The Tokens are the native tokens of the KiiChain network (chain ID kiichain_1783-1). The network’s genesis configuration, dated December 5, 2025, created the full supply of 1,800,000,000 KII. Accepted allocations will be delivered to the purchaser’s verified wallet on or about the distribution date announced on the Sale Site, which the Issuer will set based on then-current mainnet and technical readiness. The Issuer may reasonably delay delivery for technical, security, or compliance reasons.
You are solely responsible for your wallet, keys, and address accuracy. Delivery to your confirmed address discharges the Issuer’s delivery obligation in full.
7. Transfer and Resale Restrictions
You agree not to offer, sell, transfer, or hedge Tokens, directly or indirectly, into the United States or to or for the account or benefit of any U.S. person or Excluded Person.
Tokens are delivered without any right to any exchange listing. No listing, liquidity, or price is promised, and no statement outside these Terms and the Disclosures may be relied upon.
8. Your Representations and Warranties
You represent and warrant to the Issuer, at registration, at each purchase commitment, and at settlement, that:
you are not an Excluded Person; you are not located in an Excluded Jurisdiction; no offer was made to you while you were in the United States; and at the time your purchase order originated, you were outside the United States or the Issuer reasonably believed that you were outside the United States;
you act solely for your own account and not for the account or benefit of any Excluded Person, and no arrangement exists to transfer Tokens or their economic benefit to any Excluded Person;
all registration information you supplied is true, current, and complete; you have not used any VPN, proxy, or other tool to misrepresent your location, and you will not do so in connection with the Sale;
your participation and payment comply with all laws applicable to you (including securities, tax, foreign-exchange, and AML laws of your jurisdiction), and your funds derive from lawful sources;
you have the knowledge and experience to evaluate the purchase, you have read the Disclosures including the Risk Factors, you can bear the total loss of your purchase amount, and you are not relying on any statement of the Issuer or any other person outside these Terms and the Disclosures;
you acquire Tokens for their utility within the KiiChain network and not with a view to distribution in violation of these Terms; you understand the Tokens confer no equity, debt, dividend, revenue-share, or governance right in the Issuer or any affiliate; and
you understand that the Issuer has not registered the Sale with any securities regulator, that no regulator has approved or reviewed the Sale, and that these Terms limit your remedies.
9. No Offer of Securities; No Advice
The Issuer does not consider the offer and sale of the Tokens to be a securities transaction. However, because of the lack of clarity in the application of the securities laws of Colombia and other jurisdictions to tokens, participation is limited to persons verified as eligible through Sonar, and the restrictions in these Terms apply. The Tokens have not been registered under the Securities Act or the laws of any other jurisdiction, and the offer and sale are not made within the United States.
Nothing on the Sale Site, in these Terms, or in the Disclosures constitutes investment, legal, tax, or financial advice, or a recommendation to purchase Tokens.
Statements regarding the future development, functionality, or adoption of KiiChain are forward-looking, are not commitments of the Issuer, and involve risks and uncertainties described in the Disclosures. The Issuer undertakes no obligation to update them.
10. Taxes
You are solely responsible for all taxes, duties, and reporting obligations arising from your purchase, holding, or disposal of Tokens. Amounts payable are exclusive of taxes; the Issuer may withhold where required by law.
11. Disclaimers; Limitation of Liability; Indemnity
The Tokens, the Sale Site, and the Sale are provided “as is” and “as available,” without warranties of any kind, express or implied. The Issuer disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
To the maximum extent permitted by law: (a) the Issuer, its affiliates, and their directors, officers, employees, advisers, and service providers (including Sonar) shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or loss of profits, tokens, data, or goodwill; and (b) the aggregate liability of the Issuer to you for all claims arising out of or relating to the Sale or these Terms shall not exceed the amount you paid in the Sale.
You will indemnify and hold harmless the Issuer and the persons listed in Section 11.2 from losses arising out of your breach of these Terms, your misrepresentation, or your violation of law.
12. Suspension; Amendment
The Issuer may amend these Terms before the opening of the Sale Window by posting the amended Terms on the Sale Site; your continued participation constitutes acceptance. The Issuer may suspend or terminate the Sale in whole or in part at any time, in which case unaccepted commitments will be refunded under Section 5.2.
13. Privacy
Verification data is collected and processed by Sonar under Sonar’s terms and privacy notice, and certain verification results and related data are shared with the Issuer for eligibility, compliance, and record-keeping purposes as described in the Privacy Notice on the Sale Site.
14. Dispute Resolution; Class Waiver
Any dispute arising out of or relating to these Terms or the Sale shall be finally resolved by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator, seated in Panama City, Republic of Panama, conducted in English. Judgment may be entered in any court of competent jurisdiction.
All disputes must be brought individually. You waive any right to participate in a class, collective, or representative action, and, to the fullest extent permitted, any right to a jury trial. You may opt out of this Section 14 by written notice to the address or email designated for such notices on the Sale Site, within 30 days of first accepting these Terms.
Any claim must be filed within one (1) year after it accrues, or it is permanently barred.
15. Governing Law; Miscellaneous
These Terms are governed by the laws of the Republic of Colombia, without regard to conflicts principles.
These Terms and the Disclosures are the entire agreement regarding the Sale and supersede all prior statements. If any provision is unenforceable, the remainder stands. The Issuer may assign these Terms to an affiliate; you may not assign. No waiver is implied from any failure to enforce. Notices to you may be made via the Sale Site or your registered email.
By clicking “I Agree,” you confirm that you have read, understood, and agree to these Terms and the Disclosures, and that every representation in Section 8 is true.