Marketplace Rules & Terms of Use

1.1. Purpose of These Rules

• These Marketplace Rules define how tokenized assets are listed, traded, and managed on the Penthian Platform, a regulated Virtual Asset Marketplace licensed by the FSC of Mauritius.
• They aim to ensure transparent participation, investor protection, regulatory compliance, and responsible use of blockchain technology.

1.2. Legal Framework

• The Marketplace Rules operate under:
• - The Virtual Asset and Initial Token Offering Services Act 2021 (VAITOS Act)
• - FSC Class S Marketplace Guidelines
• - FATF international standards
• - ERC-3643 and ERC-1155 blockchain standards
• - Penthian’s Terms of Use, Privacy Policy, and Risk Disclosures

1.3. Scope of Application

• These rules cover issuer and investor onboarding, asset listing standards, tokenization process, market trading, governance, revenue distribution, and dispute resolution procedures.

1.4. Relationship with Other Policies

• These rules align with internal frameworks including AML/CFT Manual, Risk Management, IT & Security, Investor Protection, and Complaint Handling Policy. In conflicts, FSC directives prevail.

1.5. Commitment to Transparency & Ethics

• Penthian is built upon moral and faith-based leadership principles, ensuring fairness, honesty, and love-driven decision-making in tokenized ownership.

2.1. Issuer Eligibility

2.2. Investor Eligibility

2.3. Agent & Validator Requirements

• Agents (e.g., brokers, validators) must pass KYC/KYB, sign agreements, disclose conflicts, and comply with ethical standards.

2.4. Onboarding Process

• Verification and whitelisting conducted via automated KYC, jurisdictional review, and AML screening. Approved users gain dashboard access after completing agreements.

2.5. Ongoing Monitoring

• Periodic re-verification, enhanced due diligence, and continuous transaction monitoring ensure compliance and user integrity.

2.6. Right to Refuse Access

• Penthian reserves the right to deny or revoke access due to regulatory, ethical, or reputational risks.

3.1. Eligible Asset Types

3.2. Listing Requirements

• Issuers must provide proof of ownership, valuations, due diligence, offering terms, and compliance evidence. All listings are reviewed by Penthian Compliance.

3.3. Tokenization Process

• Follows ERC-3643 and ERC-1155 standards with identity-based whitelisting and automated revenue logic.

3.4. Listing Categories

• Stable Yield, Growth Opportunity, Hospitality, Private Business, and Special Projects — each defining different risk-return profiles.

3.5. Asset Token Structure

• All tokens represent clear ownership or income rights, comply with legal frameworks, and forbid hidden leverage or synthetic exposure.

3.6. Review, Suspension & Delisting

• Assets are reviewed quarterly; may be suspended or delisted if compliance lapses or legal issues arise.

3.7. Transparency Standards

• Listings include verified photos, valuation data, issuer wallet, and real-time performance dashboards.

4.1. Primary Market

• Initial issuance and fundraising by verified issuers through smart contract offerings.

4.2. Secondary Market

• Peer-to-peer trading between whitelisted wallets ensuring liquidity, transparency, and fair price discovery.

4.3. Trading Restrictions

• Some tokens have holding periods or transfer restrictions based on jurisdiction and investor class.

4.4. Fees & Commissions

• Includes listing, transaction, and asset management fees — all disclosed at transaction time.

4.5. Dispute Resolution

• Fraud, misrepresentation, or transaction failures follow structured internal resolution, arbitration, or regulator referral.

5.1. ERC-3643 Permissioned Framework

• All tokens are identity-linked, enforce compliance via smart contracts, and can be paused, frozen, or revoked if necessary.

5.2. Identity Verification & Whitelisting

• All wallets are linked to verified KYC/KYB identities through the Penthian Permission Registry.

5.3. Compliance Parameters

• Embedded restrictions include jurisdiction limits, investor types, transfer caps, and on-chain audit logs.

5.4. Issuer & Admin Rights

• Admins can pause trading, update compliance oracles, authorize payouts, and perform regulated actions recorded on-chain.

5.5. Tech Governance & Audits

• Smart contracts undergo periodic audits and review by the Tech Governance Committee and external cybersecurity partners.

5.6. Decentralized Trust & Centralized Compliance

• Balances user ownership with regulator visibility — ensuring safety, transparency, and legal compliance.

6.1. Revenue Distribution Mechanism

• Smart contracts handle revenue payments based on token holdings, audited income, and escrow safeguards.

6.2. Investor Rights

• Investors retain revenue, voting, communication, and redemption rights defined in asset documentation.

6.3. Tax & Withholding Obligations

• Penthian issues summaries for tax filing; certain jurisdictions may apply withholding at source.

6.4. Breach of Obligations

• Failure to pay investors or disclose reports leads to suspension, arbitration, or regulator escalation.

7.1. Grounds for Delisting

• Violations of law, non-compliance, financial failure, or reputational risk trigger suspension or delisting.

7.2. Delisting Procedure

• Notice of Concern, investigation, and resolution precede formal removal. Tokens may be locked or redeemed.

7.6. Communication & Transparency

• All delisting actions logged on-chain and reported to investors and FSC.

7.8. Ethical Standards

• Every enforcement process emphasizes justice, transparency, and patient resolution.

8.1. Fair Market Conduct

• Users must act honestly, transparently, and fairly, avoiding abuse of information or market position.

8.2. Prohibited Conduct

• Insider trading, wash trading, spoofing, and collusion are strictly forbidden.

8.3. Surveillance Systems

• Automated and manual monitoring detects suspicious behavior, with escalation to FSC where necessary.

8.5. Enforcement Measures

• Violators may face blacklisting, trade reversal, token freezing, or referral to authorities.

9.1. Core Investor Protections

• Full KYC participation, on-chain permissions, smart contract automation, escrow protocols, and compliance oversight.

9.2. Risk Disclosure Requirements

• Every listing includes operational, financial, regulatory, and jurisdictional risks acknowledged before purchase.

9.5. Token Transparency & Rights

• Each token carries clear ownership, income, and governance rights visible on dashboards.

9.8. Ethical Framework

• Penthian’s investor protection aligns with values of love, patience, integrity, and faith-based stewardship.

10.1. Governance Framework

• Hybrid model combining corporate oversight, smart contract voting, and community participation.

10.3. Voting Rights & Triggers

• Covers asset-level and marketplace-level decisions, with quorum and majority rules enforced on-chain.

10.5. DAO Integration Path

• Future sub-DAOs will enable localized governance for assets and investors, fully compliant with FSC laws.

11.1. Key Definitions

• Defines essential marketplace terms including Issuer, Investor, Primary Market, Secondary Market, DAO, ERC-3643, and Smart Contract.

11.2. Legal Disclosures

11.3. Acknowledgment of Terms

• By using the platform, users agree to these Marketplace Rules, acknowledge associated risks, and consent to data handling practices.