Article I: General Provisions

• Purpose and Scope

  TokenRealty.Exchange is a platform licensed by DA Brands LLC, Montana. The platform enables licensed brokers to tokenize collateralized equity backed by deed of trust or mortgage filings into tokens of equal value. Tokens represent OTC commodities tied to the property market in specific locations, determined by Automated Valuation Models (AVMs). Tokens do not represent fractional ownership of physical assets or properties.

• Ownership and Structure

  - All tokenized equity and token portfolios are held by Token Realty Exchange Series LLC.
  - Token Realty Exchange Series LLC is owned and operated by Token Realty Exchange DAO LLC, a decentralized autonomous organization (DAO).

• Immutable Bylaws

  - These bylaws are immutable. Any attempt to modify them will result in a review of the violating licensee account for potential suspension or termination.

• Notifications and Updates

  - Updates to terms or policies will be communicated via the platform's inbox messaging system.
  - Users are responsible for staying informed of updates.

Article II: Licensee and Partner Requirements

• Licensee Availability and Auction Terms

  - Each year, one new licensee spot for Brokers, Financial Advisors, and Sales Managers becomes available per state.
  - Licensee spots are awarded via a competitive auction process. Participants must submit bids via the designated auction portal during the specified period.
  - The winning bidder must provide proof of eligibility, such as an active broker or financial advisor license.
  - There are no refunds for winning license auction bids. Please be sure that your professional license is valid and in good standing prior to participating in a broker or financial advisor license auction

• Partner and Sublicense Program

  - Licensees may add partners through sublicenses.
  - Licensees earn a licensing fee of 0.5% on:
  - Tokenization deals executed by their partners.
  - Token sales facilitated through their partner's custom interface.

• Compliance Requirements

  - All licensees and partners must maintain an active license in good standing within their respective states.
  - Noncompliance may lead to suspension or termination of the account.

Article III: Compliance, Costs, and Taxes

• KYC/AML Compliance

  - All users must complete Know Your Customer (KYC) and Anti-Money Laundering (AML) processes.
  - Costs associated with KYC/AML are passed directly to the user.

• Tax Responsibilities

  - Users, licensees, and partners are responsible for all applicable taxes, including capital gains tax, sales tax, and state and federal income taxes.

• Legal Compliance and Filing

  - Legal compliance and filing are conducted via a third-party service.
  - This third party has no managerial oversight of any users or portfolios. - The third party’s role is limited to segregated administrative tasks, such as filing deed of trust or mortgage documents and auditing licensee credentials.

Article IV: Tokenized Equity and Property Sales

• Token Representation

  - Tokens represent OTC commodities tied to the property market.
  - Tokens do not confer fractional ownership of physical assets.
  - Token values are determined by Automated Valuation Models (AVMs).

• Property Sale Requirements

  - Property owners with tokenized collateral equity on their properties must sell the property for an amount equal to or greater than outstanding lien balances, including the deed of trust or mortgage representing tokenized collateral equity.
  - Exceptions are allowed if the sale is initiated by a bank or mortgage company for a short sale, foreclosure, or court order

  Property sales with tokenized equity are required to abide by the token sale and buy back program

Article V: Roles and Responsibilities

• Licensee Roles

  - Brokers: Manage property-backed tokenization, ensure compliance with state real estate laws, and oversee agents.
  - Financial Advisors: Provide financial guidance and investment advice related to tokenized portfolios
  - Sales Managers: Coordinate and oversee sales activities (no professional license required).

• Good Faith and Professional Conduct

  - All licensees and partners must act in good faith, promoting transparency, honesty, and professionalism.

• Harassment and Misconduct

  - Harassment or inappropriate behavior may result in forfeiture of the licensee account and further investigation.

Article VI: Arbitration and Indemnity

• Arbitration Agreement

  - Any disputes arising from platform use shall be resolved through arbitration by designated platform licensees.
  - Arbitration fees are outlined in the Arbitration Agreement.

• Indemnity Clause

  - TokenRealty.Exchange, its partners, and affiliates are indemnified against any liabilities, losses, or outcomes resulting from tokenized equity values or performance.

Article VII: Fees and Licensing Terms

• . Immutable Licensing Fees

  All licensing fees are immutable and non-refundable.

• Immutable Bylaws

  These bylaws cannot be changed. Violations will lead to a review of the licensee's account and possible termination.