TERMS OF SALE

Niche Forward Purchase Agreement
The Onli Corporation

Disclosure Summary

This is not an investment and does not involve equity, ownership, or profit participation. You are pre-purchasing access to Onli services by buying a medium of exchange that can be used to pay for those services at a discounted rate in the future.

A simple way to think about it:

This is similar to pre-buying fuel at today's price that you will use later to fly an airplane. You are not buying the airline, you are not speculating on fuel prices, and the fuel does not increase in value—you are simply locking in a lower cost for future use.

Each unit has a fixed value of $1.00, does not appreciate, and carries no expectation of profit. If you choose not to use it, since this is your asset you may resell it. However, it does not increase in price. It is only sold at $1.00.

The primary risk is liquidity. There is no guarantee of resale, transferability, or secondary market availability.

By proceeding, you acknowledge that this is a commercial transaction for discounted services, not an investment opportunity.

1. Purchase Price and Payment

The purchase price, quantity, and payment terms for Niche units shall be as specified in the Purchase Agreement (Bill of Sale) executed between Purchaser and The Onli Corporation.

All payments must be made by wire transfer to the bank account specified in the Purchase Agreement. The Onli Corporation does not accept cryptocurrency, credit cards, or other payment methods.

Any administrative fees, processing charges, or other costs shall be as specified in the Purchase Agreement and are non-refundable under all circumstances, including contract termination or delivery failure.

2. Delivery Timeline

Delivery shall occur within 30 days from the date The Onli Corporation confirms receipt of payment, as specified in the Purchase Agreement.

The Delivery Date is calculated from the date The Onli Corporation confirms receipt of your wire transfer payment, not from the date you initiate the wire. Delivery occurs when Niche units are credited to your authenticated Onli vault within the Onli-You application.

Delivery Method: Digital delivery to your designated Onli vault. Physical delivery of digital commodities is required under this contract; cash settlement is not permitted.

3. Holding Period

120 days after delivery before units become eligible for transfer on the marketplace.

During this holding period, you cannot sell or transfer your Niche units on the Niche Marketplace. However, Niche can be used immediately for payments and services within the Onli ecosystem from the moment of delivery, regardless of holding period restrictions on marketplace transfers.

Total Timeline: Approximately 150 days from contract execution to marketplace transfer eligibility (30 days delivery + 120 days holding period).

4. Commercial Use

Niche may be used for service payments at any time after delivery, regardless of holding period restrictions on marketplace transfers.

Permitted uses during the holding period include:

Payment for Onli Cloud services and API access
Payment for computation and transaction fees within the Onli ecosystem
Transfer to other authenticated Onli vaults for service-related transactions
Use as collateral or escrow in Onli-based smart contracts

The holding period restriction applies only to listing Niche for sale on the Niche Marketplace. All other commercial uses are permitted immediately upon delivery.

5. Fixed Value and Non-Appreciation

Each Niche unit has a fixed value of USD $1.00 and does not appreciate in value.

This is not an investment, and no expectation of profit, yield, or financial return is offered or implied. The Seller makes no representation, warranty, or guarantee regarding any increase in the market price of Niche. The fixed $1.00 value is a structural characteristic of the asset, not a market price subject to fluctuation.

If you are viewing this transaction as an investment contract or expecting profits derived primarily from the efforts of the Seller, do not proceed.

6. Warrant and Equity Components

This offering is not an offer or sale of securities, equity, or any ownership interest.

No rights to ownership, governance, profits, dividends, or participation in The Onli Corporation are conveyed. Purchasers do not acquire any equity stake, membership interest, or voting rights in the issuer.

This transaction is structured as a commercial purchase of inventory for future delivery pursuant to the Uniform Commercial Code (UCC) and is intended to qualify for the "forward contract exclusion" under the Commodity Exchange Act.

7. Risk Factors

This is a high-risk transaction. Consider the following risks carefully before proceeding:

7.1 Unregulated Market

The Niche Marketplace operates outside traditional financial regulation. There is no oversight by the Securities and Exchange Commission (SEC), Commodity Futures Trading Commission (CFTC), or any state securities regulator. You have no recourse to government agencies or investor protection programs.

7.2 Bearer Instrument Risk

Niche is a true bearer instrument. Ownership is defined by possession in an authenticated Onli vault, not by blockchain entries, validators, or public ledgers. Loss of access to your vault means permanent loss of all rights to your Niche units. There is no "password recovery" or "account restoration" mechanism. You are solely responsible for securing your vault credentials.

7.3 Counterparty Risk

Delivery depends entirely on The Onli Corporation's ability and willingness to fulfill the contract. If the issuer becomes insolvent, ceases operations, or fails to deliver for any reason, you may lose your entire purchase price (minus any limited refund described in Section 8).

7.4 Liquidity Risk

There is no guarantee of liquidity after the holding period expires. The Niche Marketplace exists for users to buy Niche to pay for Onli services, not as a resale platform. If you need to sell Niche you pre-purchased, your ability depends on service-buyer demand (users who need Niche to pay for Onli services). If service-buyer demand is insufficient, you may experience significant delays or be unable to sell your position.

Niche cannot be listed on cryptocurrency exchanges or traditional securities exchanges. The Niche Marketplace is a service payment platform where users buy Niche for Onli services, not a trading or resale venue.

7.5 Delivery Delays

While the contract specifies a 30-day delivery timeline, technical challenges, regulatory developments, or operational issues could cause delays. Delayed delivery may impact your ability to use Niche for intended commercial purposes or to resell units within your desired timeframe.

7.6 No Government Recourse

Niche is not insured by the FDIC, SIPC, or any government agency. There is no deposit insurance, investor protection, or regulatory oversight. You bear the entire risk of loss.

7.7 Clawback and Reissue Risk

The Onli Protocol includes administrative functions that allow the issuer to burn and reissue Niche units under specific circumstances:

If a user can prove loss of digital objects (e.g., vault compromise or credential loss)
If a court orders a reversal or asset recovery

Because the Onli Protocol does not support direct asset recovery, the only remedy is to issue new units. This creates potential for disputes over ownership and could impact the total circulating supply of Niche.

7.8 Security and Data Privacy

(a) Purchaser's Security Obligations: Purchaser shall implement reasonable and appropriate measures designed to secure access to: (i) any device used in connection with Purchaser's Onli vault; (ii) authentication credentials to Purchaser's vault; and (iii) any other username, passwords, or login credentials.

(b) No Recovery Obligation: In the event that Purchaser loses access to their vault credentials or is no longer in possession of authentication factors, Purchaser may lose all Niche units permanently. The Onli Corporation is under no obligation to recover lost Niche or restore vault access.

(c) Non-Refundable After Delivery: Purchaser acknowledges and agrees that all purchases of Niche are non-refundable after delivery to Purchaser's vault. Purchaser will not receive money or other compensation for any Niche lost due to vault compromise, credential loss, or unauthorized access.

(d) Clawback Limitations: While Section 7.7 describes the potential for burn-and-reissue in cases of proven loss, Purchaser acknowledges that such remedies are discretionary, require substantial proof of loss, and may not be available in all circumstances.

8. Remedies and Refund Policy

If The Onli Corporation fails to deliver Niche within 30 days of the scheduled Delivery Date, or if the Niche Marketplace does not launch within 90 days of the initial delivery date, Buyers may exercise the following remedies:

8.1 Contract Termination

Buyer may terminate the contract by providing written notice to The Onli Corporation at the address specified in Section 12.

8.2 Partial Refund

Upon valid termination, Buyer shall receive a refund as specified in the Purchase Agreement, minus any non-refundable administrative fees or processing charges.

The specific refund amount and calculation shall be as set forth in the Purchase Agreement.

8.3 Refund Timeline

Refunds shall be processed within 30 business days of receipt of the termination notice, via wire transfer to the bank account from which the original payment was sent.

8.4 No Other Remedies

The remedies described in this Section 8 are the sole and exclusive remedies available to Buyer in the event of delivery failure or marketplace launch delay. Buyer waives all other claims, including claims for consequential damages, lost profits, or specific performance.

9. Legal Disclaimers

NO REGULATORY REGISTRATION

The sale of the Onli asset described herein has not been registered under the Securities Act of 1933, as amended (the "Act"), or under the securities laws of any state or other jurisdiction.

NO GOVERNMENT APPROVAL

No federal or state securities commission, commodities regulator (including the CFTC), or other regulatory authority has approved, disapproved, endorsed, or recommended the Onli asset, or passed upon the accuracy or adequacy of this agreement.

Any representation to the contrary is unlawful.

ADVICE OF COUNSEL REQUIRED

The regulatory framework governing digital assets, commodities, and forward contracts is complex and subject to rapid change.

All purchasers—regardless of accreditation status or commercial sophistication—are hereby advised and expected to consult with their own independent legal, financial, and tax advisors prior to executing this agreement.

By proceeding, the Purchaser acknowledges that they are not relying on the Seller for legal advice regarding the classification of the Onli asset or the tax implications of this purchase.

COMMERCIAL INTENT ONLY

This agreement is suitable only for purchasers who have a bona fide commercial use for the Onli asset.

If you are viewing this transaction as an investment contract or expecting profits derived primarily from the efforts of the Seller, do not proceed.

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25. Acknowledgment

By proceeding with this purchase, you acknowledge that:

You have read and understood these Terms of Sale in their entirety.
You have consulted with independent legal, financial, and tax advisors regarding this transaction.
You are acquiring Niche for bona fide commercial use within the Onli ecosystem, not for investment or speculation.
You understand that Niche has a fixed value of $1.00, does not appreciate, and carries no expectation of profit.
You accept all risks described in Section 7, including liquidity risk, bearer instrument risk, counterparty risk, and vault security risk.
You understand that any administrative fees or processing charges specified in the Purchase Agreement are non-refundable under all circumstances.
You agree to the 30-day delivery timeline and the 120-day holding period before marketplace transfer eligibility.
You waive all claims except the limited refund remedy described in Section 8.
You represent and warrant that all statements in Section 13 are true and accurate.
You agree to comply with all KYC/AML requirements described in Section 14.
You acknowledge your sole responsibility for securing your Onli vault credentials as described in Section 7.8.
You agree to the tax obligations and reporting requirements described in Section 15.

Last Updated: January 2, 2026

The Onli Corporation
Legal Department
Email: [email protected]