These terms and conditions for using the digital token offering system (hereinafter referred to as "Agreement") are a contract between T-Box (Thailand) Co., Ltd. (hereinafter referred to as the "Company"), which is incorporated and conducts business under Thai law, operating as an investor in the digital token offering system (ICO Portal), providing services through the Versa Application and other related services on the Company's website and/or application (the "Company Website/Application Services"), which have been approved by the Securities and Exchange Commission (the "SEC Office"), and any investor who wishes to access/use the Company's website/application or conduct related financial transactions through the Versa Application, including using the digital token storage wallet (Versa Wallet) or conducting any other related transactions (hereinafter referred to as the "Investor"). If an investor wishes to use the Company's website/application, Investor must agree to comply with the terms and conditions of this service in accordance with this Agreement, and it shall be deemed that the investor accepts and agrees to be bound by the terms and conditions of this service. However, if an investor does not agree to accept all or some of the terms and conditions of this Terms of Service, Investors will not be able to use the Company's website/application services. This Agreement shall apply to any access or transactions by Investors through the Versa Application and shall include both verified and unverified Investors.

1. Definition

1.1 Digital Token

refers to a type of digital asset classified as a digital token that may be offered for subscription in accordance with the Digital Asset Business Royal Decree and/or other applicable laws. For the purposes of this Agreement, all digital tokens shall be regarded as the Company's services/products.

1.2 Versa Application

refers to the application developed by T-BOX (Thailand) Co., Ltd., which serves as a medium for conducting transactions, communication, and data exchange between users and the Company. It also functions as a channel for presenting services and products, providing information and updates, conducting public relations or product advertisements, as well as storing user activity data and personal information in compliance with applicable laws. The Versa Application shall be regarded as the primary platform through which the Company provides services to users and investors.

1.3 User Account

refers to the account registered by an Investor through the Company's Versa Application, which is used to access and/or utilize the Company's various products and services, including but not limited to subscribing to digital tokens, opening a non-custodial digital token wallet, monitoring investment status, or accessing other related information. This User Account shall serve as the main channel for communication, receiving information and updates, and utilizing the Company's services for the purposes specified herein. The account owner will be the same person who has provided and verified the information and has completed the company's KYC and CDD processes.

1.4 Versa Wallet

refers to an electronic wallet for storing digital tokens that is not under the custody or control of the Company or any third party. Its primary purpose is to serve as the storage wallet for digital tokens that an Investor receives after successfully completing a digital token subscription. The Investor shall have the sole right and responsibility to securely manage their recovery seed/phrase/private key. The Company does not store or have access to such recovery information in any manner and will be unable to recover any lost data.

1.5 Recovery Seed / Phrase / Private Key

refers to the access code for the Versa Wallet user account. The recovery seed consists of 12 words, which the Investor is solely responsible for securely storing and must never disclose to any third party. If the Investor discloses the recovery seed to others, resulting in the loss of their digital tokens, the Company shall have no responsibility for this loss. The investor may store the recovery seed in a secure device, such as a smartphone with adequate security measures or a hardware wallet. In the case that the recovery seed is lost, the Investor may permanently lose access to their Versa Wallet account, and the Company will not be able to recover the Versa Wallet on behalf of the Investor, as the Company only develops the application and does not provide custody or backup of the recovery seed.

1.6 Digital Token Subscription

refers to the voluntary action of an Investor in submitting a request to subscribe for digital tokens under the forms, conditions, and procedures specified by the Company. The Investor must complete the payment for the subscription in Thai Baht through the methods designated by the Company to fully and validly express their intention to receive the allocation of digital tokens.

1.7 Transaction

refers to any activity related to the Company's products or services, including but not limited to subscribing to digital tokens, transferring digital tokens, accessing or exercising rights arising from digital tokens, as well as any other activities conducted through the Versa Application. This also includes any additional or modified transactions that the Company may change in the future.

1.8 Project

refers to any project or business undertaken under the business plan of a digital token issuer for the purpose of fundraising through the offering of digital tokens via the Versa Application, which is provided by the Company or by a service provider duly authorized under applicable laws.

1.9 Digital Token Issuer (Issuer)

refers to a legal entity, either a private limited company or a public limited company, that intends to raise funds through the issuance and offering of digital tokens. The Issuer must undergo a screening, verification, and due diligence process conducted by the Company according to criteria and qualifications set by the Company, and must obtain approval from the Securities and Exchange Commission of Thailand (SEC) before the issuance and offering of digital tokens.

1.10 Disclosure Statement

refers to the disclosure document for the digital token offering prepared in accordance with the criteria specified in SEC Regulation.

1.11 Service Device

refers to electronic devices such as smartphones or any devices capable of connecting to a mobile network and/or internet network (Wi-Fi) that are compatible with and supported by the Company's system, as specified by the Company.

1.12 Digital Asset Exchange

refers to the platform or centralized network used for trading or exchanging digital assets (Digital Asset Exchange) that is authorized by law and is the exchange approved by SEC.

1.13 Cryptocurrency

refers to a cryptocurrency listed on the SEC's website and obtained through trading, exchanging, or depositing with a digital asset business operator licensed under the Digital Asset Business Act B.E. 2561 (2018) and not currently suspended from operating a business related to cryptocurrency.

1.14 Identification Code

refers to the identification data used to verify the identity of a user or investor for accessing the Versa Application. This includes, but is not limited to, Login Name, Username, Password, Personal Identification Number (PIN), fingerprint, facial recognition, biometric authentication technology, One-Time Password (OTP), and any other codes related to system access.

1.15 Intellectual Property Rights

refers to the legal rights in all types of intellectual property, including but not limited to patents, copyrights, trademarks, trade names, designs, logos, trade secrets, rights in creative works, and technology-related rights, whether registered under the law or not. It also includes rights arising from the renewal, amendment, modification, or extension of such rights.

1.16 KYC

refers to Know Your Customer, and refers to the process of verifying customer identity to determine their true identity before establishing a business relationship or conducting a transaction through the Versa Application.

1.17 KYB

refers to Know Your Business, and refers to the process of verifying the identity of a corporate customer to know the information and verify the true identity of the customer before establishing a business relationship or conducting a transaction through the Versa Application.

1.18 CDD

refers to Customer Due Diligence, and refers to an investigation to determine the facts about a customer in order to comply with established criteria.

2. Investor Qualifications

2.1 Individual Investors

An individual investor must be at least twenty (20) years of age, possess full legal capacity to make decisions and communicate without restrictions, and have full legal competence. Additionally, the Investor must complete the Know Your Customer (KYC) and Customer Due Diligence (CDD) verification process by the procedures and conditions specified by the Company.

2.2 Corporate Investors

A corporate Investor must be a legal entity duly established and legally authorized to conduct business in the country of its registration. The entity must not be listed as a prohibited or restricted person or organization under applicable sanctions laws or any other relevant laws. Furthermore, the entity must not appear on any lists designated by government authorities, regulatory agencies, or international organizations as high-risk or associated with illegal activities such as money laundering, terrorism financing, or corruption.

2.3 Upgrade of Investor Classification for Individual and Corporate Investors

If an Investor, whether an individual or a corporate entity, wishes to upgrade their status from "Retail Investor" to "High Net Worth Investor" or "Ultra High Net Worth Investor," the Investor must fully meet the qualifications in terms of investment knowledge or experience, as well as financial status, according to the criteria and guidelines prescribed by the Securities and Exchange Commission of Thailand (SEC) and other regulators.

3. Scope of Services of the Versa Application

3.1 Investor Identification and Verification

The Investor agrees to complete the registration process to open a User Account within the Company's system, strictly following the procedures prescribed by the Company for Identification and Verification. This process is to confirm that the Investor is the same person as the one whose information has been accurately and completely provided in the system, until the Company approves the activation of the User Account.

After verifying and authenticating the investor's identity, the investor must create a password and/or PIN ("Password") that is difficult to guess and should not be the same as the password for any other website, application, or online service.

The investor must keep the password confidential and store it in a safe place. The investor must prevent others from accessing the investor's password by implementing security measures to protect the password and account, preventing any other person from knowing or being able to use the investor's password to access the investor's account. This includes, but is not limited to, limiting access to the investor's account.

3.2 Collection, Use, and Disclosure of Investors' Personal Data

The Investor represents and warrants that all personal data provided to the Company, in any form and whether in original, copy, physical, or electronic format, is accurate, complete, up-to-date, and true in all respects. The Investor accepts sole responsibility for the accuracy of such data. In the event that the Company verifies and reasonably suspects that the Investor's personal data is inaccurate, falsified, altered, or if it is found that the Investor does not meet the qualifications required under applicable laws or the Company's regulations—whether in whole or in part—the Company reserves the right to suspend, terminate, or refuse services to the Investor without prior notice. The Company further reserves the right to take any legal action applicable to such conduct.

The Investor voluntarily agrees and consents to the Company's right to verify, collect, store, use, and process the Investor's personal data in any form, whether in documents, printed materials, photographs, or electronic data, including personal data directly provided to the Company by the Investor, as well as data obtained from third parties, relevant service providers, or through reasonable connections to reliable data sources. Such personal data may include, but is not limited to, photographs, identification information, identity documents, data from government authorities, biometric data, publicly available and reliable information, as well as sensitive personal data to which the Investor has consented for the Company to access and use. All processing of such personal data shall be carried out in accordance with the Company's Privacy Notice as published and specified.

In the event that an investor has reasonable cause to suspect or become aware that there may be improper access, use, alteration, modification, or disclosure, or that there is a breach of any other information related to the user account, or that there is an attempt to do so by any means, the investor must immediately notify the Company. The Company shall manage and process such personal data in accordance with the Personal Data Protection Policy Announcement T-Box (Thailand) Co., Ltd. You can find more information at https://versa.financial/legal/privacy-policy

3.3 Digital Asset Investment Knowledge Assessment

Individual Investors are required to complete the Digital Asset Investment Knowledge Test accurately and in full. Investors must also retake and pass the Knowledge Test every time before proceeding with any new digital token subscription.

3.4 Digital Token Subscription Service Usage

The Investor agrees and consents to make payment for the digital token subscription in Thai Baht only, and such payment must be made via the Investor's registered account on the Versa Application and through the Versa Wallet, which must be opened solely under the Investor's name. The Investor shall use a bank deposit account opened solely under the Investor's name to make the payment for the digital token subscription, and no third party's name or any joint account holder shall appear on such account. In the event that the Company verifies and finds that the Investor's Versa Application account, Versa Wallet, or the bank account used for payment is not under the Investor's name, or involves any third party, the Company reserves the right to reject and disqualify that Investor's digital token subscription.

Once the Investor submits a digital token subscription order, the Investor is obligated to make full payment in the specified amount and strictly within the timeframe determined by the Company. If the Investor fails to make the payment, makes an incorrect payment, or makes an incomplete payment in accordance with the procedures, conditions, and deadlines set by the Company, the digital token subscription transaction between the Company and the Investor shall be deemed incomplete and non-binding.

The Company reserves the right to determine the criteria for allocating digital tokens to investors. The Company will consider allocating digital tokens for which investors have fully paid the subscription fee. Each project will have different allocation criteria.

Once the Investor has completed the digital token subscription process in full accordance with the Company's specified procedures, the Company reserves the right to disallow any cancellation or withdrawal of the digital token subscription order under all circumstances.

The Investor acknowledges and agrees that the digital token subscription order must meet the minimum subscription amount specified for each project. Upon completion of the payment, the Company will not immediately deliver the digital tokens to the Investor. Each project will have a clearly defined subscription period and token allocation period. If the fundraising project successfully meets its target by the end of the subscription period, the Company will allocate digital tokens to Investors according to the order and conditions specified in that project. However, if the fundraising project fails, the Company will refund the full subscription payment to the Investor within seven (7) days from the end of the subscription period, without any deduction of fees, unless otherwise stated in the project's terms and conditions.

3.5 Refunds

The Company will process refunds to Investors under the following conditions:

If the Investor makes a digital token subscription payment through a bank account that is not in the Investor's own name.
If the Investor's payment for the digital token subscription does not comply with the Company's requirements, such as failure to pay any applicable fees (if any) or making an incomplete payment.
If the digital token offering project subscribed to by the Investor fails to meet the fundraising conditions as specified.
If there is reasonable ground to believe that the issuer of digital tokens has disclosed false or incomplete information or has committed unfair acts that take advantage of investors (fraud protection).

3.6 Intention of Transaction

Any transaction conducted through the Versa Application, including but not limited to subscriptions, transfers, or any actions related to the Company's products and services, shall be deemed to have been executed directly by the Investor who owns the account. The Company will provide authentication and identity verification processes for Investors in accordance with the standards prescribed by applicable laws and relevant authorities.

The Company shall presume that the Investor has voluntarily conducted the transaction and that such transaction is fully valid and legally binding, unless the Investor can provide clear evidence proving that they did not perform the transaction themselves.

3.7 Digital Token Allocation

The Digital Token Issuer is responsible for allocating digital tokens to each Investor after the token offering project has successfully met the conditions and criteria specified in the digital token offering registration statement and prospectus (if applicable). Such digital token allocation will be executed by the Digital Token Issuer through the Company's system, by transferring the digital tokens to the Versa Wallet that the Investor has registered and linked with the Company.

3.8 Digital Token Custody and Scope of Versa Wallet Usage

The Company provides the "Versa Wallet" to Investors for the purpose of facilitating the custody of digital tokens allocated to them by the Digital Token Issuer after successfully completing the subscription in accordance with the conditions of each project.

The Investor agrees to use the Versa Wallet solely for storing digital tokens issued by the Digital Token Issuer and allocated through the Company's system. If the Investor performs or attempts to perform any action to transfer or deposit other digital assets into the Versa Wallet—whether general cryptocurrencies, EVM-compatible cryptocurrencies, or digital tokens issued through other ICO Portals—the Company reserves the right to disclaim any responsibility for any damages, losses, or consequences arising from such actions.

The Investor may transfer digital tokens held in their Versa Wallet only to other individuals who also have a Versa Wallet under the Company's digital token offering system, and to digital asset exchanges (Exchanges) as designated by the Company and listed on the SEC's website.

The Investor may access and review information regarding the digital tokens within their Versa Wallet at any time, including transaction history of token receipts or transfers, current token holdings, and the approximate value of the digital tokens, through the functions provided by the Company within the application.

The Investor agrees to use the Versa Wallet solely in accordance with the purposes and scope of use defined by the Company. The Investor shall not engage in any actions that violate the terms of use or utilize the Versa Wallet in any manner that may cause harm to the Company or any related systems.

3.9 Use of Versa Application and Related Processes

The Investor agrees and acknowledges that logging into and using the Versa Application must be conducted solely by the Investor themselves, for their own benefit only. The Investor warrants that they do not act on behalf of or for the benefit of any third party under any circumstances. The Investor accepts full responsibility for all transactions conducted through their account on the Versa Application, and such responsibility rests solely with the Investor.

The Investor agrees to use the Versa Application solely for lawful purposes and must not engage in any actions that disrupt other users' access to or use of the services. The Investor is strictly prohibited from infringing on the rights of other users, including any acts of using or attempting to use another Investor's account or impersonating another person.

The Investor agrees not to engage in any actions that directly or indirectly interfere with, obstruct, suspend, inhibit, damage, or adversely affect the operation of the Versa Application. This includes, but is not limited to, modifying, altering, adjusting, intercepting, collecting, or extracting the Company's data, or causing the application system to malfunction or operate contrary to the Company's specifications. The Investor is also prohibited from developing or modifying the application without prior official authorization from the Company.

The Investor agrees not to perform any actions that cause content or information appearing on the Versa Application to be altered, modified, distorted, or to disseminate false information that may lead to misunderstandings, damages, or adverse effects on the Company, other users, or any related third parties, whether directly or indirectly. In the event of damages resulting from the Investor's actions, the Investor agrees to be solely responsible for such damages. This agreement does not waive the rights of the Company or any third parties to take legal action or exercise judicial remedies in any form.

4. Intellectual Property Rights

The Investor acknowledges and agrees that all intellectual property rights arising from or related to the Versa Application—including but not limited to the software, operating system, user interface, content, data, images, sounds, logos, text, or any other components of the Versa Application, whether developed, improved, modified, or enhanced in the future—are the sole and exclusive property of the Company. The Investor agrees that any use of such intellectual property rights shall be strictly limited to the purposes of utilizing the services provided by the Company under this agreement and must be within the scope explicitly defined by the Company.

This Agreement does not transfer ownership or any rights in the intellectual property from the Company to the Investor, whether in whole or in part. Neither the Investor nor any third party shall have the right to perform any of the following actions unless prior written consent is obtained from the Company:

Copy, reproduce, or duplicate any content;
Backup, store, or imitate all or any part of the content;
Modify, imitate, or develop derivative works based on the original;
Distribute, disseminate, or publicly disclose;
Use for any purpose other than those specified in this Agreement.

The Company reserves the right to take legal action in violation of the above terms and conditions.

5. Restricted Countries

The Versa Application is operated and managed by the Company under the laws and regulations of Thailand. If an Investor accesses the services from outside Thailand, the Investor is responsible for complying with all applicable laws in their jurisdiction. The Investor agrees not to seek or receive services through the Versa Application from any country where such services are prohibited by law.

6. Compensation

The Investor agrees to take all necessary actions to prevent damages and to indemnify the Company, its directors, officers, employees, and/or agents for any damages, liabilities, losses, and claims arising from the Investor's improper use of the Versa Application, exploitation of legal or application vulnerabilities, fraudulent acts, violations of this Agreement, or any intentional wrongdoing or gross negligence. Such indemnification includes all related or consequential expenses incurred due to the Investor's attempts or actions.

7. Dispute Resolution and Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Thailand. The Thai courts shall have exclusive jurisdiction to resolve any disputes or claims arising out of or relating to this Agreement, including any breach, termination, or invalidity thereof.

In the event of an emergency and/or abnormal circumstances such as system errors or defects in the Company's operations or services, orders from regulatory or government authorities due to suspected or confirmed misconduct involving the use of the Company or its digital tokens as instruments, or any other events that may affect the stability, efficiency, and orderly process of token subscription, the Company's decision shall be final and binding.

In the event of any dispute, conflict, or inconsistency in interpretation, the provisions and intent of this Thai version of the Agreement shall prevail.

8. Amendments and Modifications

In the event of the enactment or amendment of any laws, regulations, including but not limited to rules, notifications, orders, or directives from regulatory authorities and/or other government agencies related to the Company, which require the Company to modify or amend this Agreement to comply with such changes, the Investor agrees to comply with the updated Agreement without prior notice.

However, if such modifications, amendments, and/or supplements affect any rights of the Investor, the Company shall notify the Investor at least 15 business days in advance via the Versa Application and/or website.

9. Miscellaneous

The Investor acknowledges that if they take any action that directly or indirectly affects the Company's rights or fail to comply with this Agreement, the Investor shall be liable for all resulting damages. Any delay or partial exercise of rights by the Company shall not waive the Company's right to enforce its rights against the Investor in court.

If any provision of this Agreement is found to be void, invalid, incomplete, or unenforceable, it shall not affect the validity or enforceability of the remaining provisions.

The Investor acknowledges that they may not transfer or assign any rights and/or obligations under this Agreement to any third party without prior written consent from the Company.

The Company shall be exempt from any duty or liability to perform under this Agreement, in whole or in part, due to causes beyond its control, including but not limited to:

Natural disasters or force majeure;
War, invasion, and/or civil unrest;
The destruction of the main work system and/or any other action that causes the Company to be permanently unable to operate, without any error or fault of the Company.

10. Confidential Information

Transaction information, news, and/or any other information the Company delivers/discloses to investors is considered confidential information that the Company shall not disclose to outsiders.

11. Force Majeure

In the event of force majeure or any other event beyond the Company's control that prevents the Investor from providing the Company's website/application services in accordance with this Agreement, the Investor agrees that the Company may consider changing, suspending, or terminating the Company's website/application services, in whole or in part, or taking any other action as it deems appropriate.

12. Compliance with Relevant Laws and Regulations

The Investor agrees that the Investor shall be subject to all laws, rules, regulations, orders, manuals, requests for cooperation, and any regulations of courts, regulatory agencies, and other competent authorities (as the case may be), both existing and to be implemented in the future (collectively, the "Relevant Laws and Regulations").

13. Notices

"Notices" shall include any requests, demands, alerts, reports, and/or communications. Notices shall be delivered electronically, including via email and/or registered mail, unless either Party specifies an alternative method of delivery in writing.

In the case of the Company sending a Notice to the Investor, it may be delivered by any of the following methods:

Through the Versa Application;
To the Investor's email address;
To the Investor's phone number;
By registered mail to the Investor's current address.

In the case of the Investor sending a Notice to the Company, it may be delivered by any of the following methods:

The Versa Application
By email customer.service@tbox.net
By phone 082-9899941
By registered mail to the following address: T-BOX 93/1 GPF Witthayu Building, Witthayu Road, Lumpini, Pathumwan, Bangkok 10330, Thailand

Last updated: November 14, 2025

Terms and Conditions for the Use of the Digital Token Offering System