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Terms and Conditions

1. APPLICABILITY

1.1. These Terms of Use (Terms) set out binding terms and govern the relationship between Regnum Aurum Acquisition Corp. (we / us / our) and persons that use, access or otherwise engage (User / you / your) with the raac.io website and any subdomains (together, Website) and connected or associated interfaces, platforms and dashboards, including testnet.raac.io and any applications, and other services that link to these Terms, as well as any information, text, links, graphics, photos, audio, video, or other materials stored, retrieved or appearing thereon, whether accessed through the site or otherwise (collectively, in addition to the Website, the Interface, the accessibility of which and use of the Protocol (defined below), comprise our Services).

1.2. These Terms comprise important terms, including terms relating to the extent of the duty, liability, indemnification of us and Indemnified Persons, data protection and variation of these Terms, including variation by us alone by posting revised Terms on the Website.

1.3. The Services are only made available on the basis that you read, understand and comply with these Terms; otherwise, you must not use the Services or, if already using the Services, cease use immediately. Users have no entitlement or right to use the Services without complying with these Terms in their entirety, as may be amended from time to time.

1.4. Our Services comprise, inter alia, protocols developed, controlled and operated by our Affiliates and strategic partners (Protocol).

1.5. These Terms further comprise and incorporate by reference our Privacy Notice.

1.6. To the extent that there is a conflict between these Terms and other terms or agreements between us, these Terms will prevail unless expressly stated otherwise.

1.7. Capitalised terms not otherwise defined shall have the meanings ascribed in the section titled “INTERPRETATION AND DEFINITIONS” at the end of these Terms.

2. ELIGIBILITY

2.1. To be eligible to use the Services, you must:

  1. be a natural legal person over 18 years of age and have the full power, authority and capacity to be bound by these Terms;
  2. accept the binding nature of, and abide by, these Terms;
  3. use the Services in your individual capacity and not for or on behalf of any entity or any third party;
  4. not be a United States person (i.e. resident or citizen), or a person of any other jurisdiction in which the Services are not permitted under applicable law;
  5. not be located, incorporated, otherwise established in, or resident of, or have business operations in:
    • a jurisdiction where it would be illegal under Applicable Law for you to access or use the Services, or cause us or any third party to contravene any Applicable Law; or
    • a Prohibited Country.

2.2. It is your obligation to review these Terms whenever using the Services, as amendments may be made to this eligibility criteria, including without limitation, amendments due to legal and/or changes to Applicable Law which impact your ability to use the Services.

2.3. You agree that we have the right to restrict your access to the Services via any available technical or legal methods at any time in our sole discretion. Without limitation, your ability to use the Services may be suspended or terminated if we, in our sole discretion, suspect that: i) you have breached these Terms or any other terms applicable to your use of the Services; or ii) you, or any person affiliated or connected to you, is or may be:

  1. engaged in or otherwise connected with illegal or immoral activity, including, without limitation, money laundering, terrorist financing or proliferation financing;
  2. engaged in or otherwise connected with fraudulent activity;
  3. engaged in or otherwise connected with deriving or utilising proceeds of crime;
  4. the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or any other Regulatory Authority in any applicable jurisdiction;
  5. listed on the Specially Designated Nationals and Blocked Persons List, Consolidated Sanctions List, or any other sanctions lists administered by OFAC; or
  6. located or resident in a Prohibited Country.

2.4. We reserve the right to take whatever action we deem appropriate in the above circumstances.

2.5. We may, at any time, and without liability to you, modify or discontinue all or part of the Services (including access to the Services via any third-party links).

3. SERVICES

3.1. The Website may provide certain information with respect to the Protocol and the Services, all of which is for informational purposes only and may not be relied upon. Further, such information is not comprehensive and may be incomplete, outdated or otherwise omit important information relevant to your use of the Services. We cannot guarantee the accuracy, completeness or timeliness of the information provided or made available to you. It is your obligation to independently investigate, obtain and verify information you may require and in the absence of such information you should not use the Services.

3.2. You agree that you will not take, or refrain from taking, any action based on any information provided by us or relating to the Services or Protocol, irrespective as to whether we communicate such information for a specific act or omission to act. Sources of such information may comprise, without limitation, blog posts, data, articles, links to third-party content, Discord content, news feeds, tutorials, tweets and videos.

3.3. Without prejudice to the generality of these Terms, you acknowledge and agree that we will not, whether directly or indirectly, incur liability of whatsoever nature and howsoever caused, by or in connection with the use of or reliance on any information as contemplated by these Terms.

3.4. All fees, commissions, interest, charges and other sums applicable to your use of the Services, as amended from time to time, shall be automatically charged to you using all forms of payment methods available to us, including directly from your wallet connected to the Website for the purposes of the Services. Any calculations made by us in connection with your use of the Services are final and binding on you in the absence of manifest error.

3.5. You acknowledge that the Services do not constitute us or any Indemnified Person as your fiduciary, broker, intermediary, agent or advisor. No communication of any kind shall constitute or be deemed to constitute any such relationship. Further, you are responsible for determining whether any investment, investment strategy or related transaction is appropriate for you in light of your personal investment objectives, financial circumstances and risk tolerance and you are responsible for any associated loss or liability. There is no recommendation to buy, earn, sell, pledge, borrow, hold or otherwise perform any transactions with digital assets. Before making the decision to conduct a transaction related to a digital asset, you are solely responsible for conducting your own due diligence and consulting relevant professional advisors.

3.6. You acknowledge and agree that depending on the particular Service, neither we nor any of our Affiliates shall have possession or custody of, rights in, or control over your assets and accordingly you agree that such persons: i) offer no guarantee in respect of such assets; and ii) shall not be responsible or liable in any way for such assets, irrespective as to whether such persons previously had possession or custody of, rights in, or control over your assets.

    3.7. To use certain Services and the Interface, you will need to connect and engage through your self-custodial wallet. You acknowledge that your self-custodial wallet is provided by a third-party entity and is generally governed by separate terms and conditions set by the respective third-party service provider. Such terms and conditions may involve additional fees, disclaimers, or risk warnings regarding the accuracy and reliance on the provided information. Reviewing and comprehending the terms and conditions associated with your chosen self-custodial wallet provider to ensure compliance and to be aware of any applicable charges or risks connected to the Services or otherwise is your sole responsibility.

    3.8. To the full extent permitted by Applicable Law, we do not owe any duties of whatsoever nature to you. We are neither intermediaries, agents, advisors, nor custodians and we do not have any obligations to you regarding any other decisions or activities undertaken with or connected to the Services.

    3.9. You acknowledge that we do not have information regarding Protocol transactions beyond what is publicly available or obtainable via the blockchain. However, we may collect information regarding Users in accordance with our Privacy Policy.

    4. RISKS

    4.1. By using the Services, you acknowledge and accept the potential for substantial risk and unforeseen consequences by using the Services including, but not limited to, the non-exhaustive description of risks described below which should be carefully evaluated, along with any other information, before using the Services. The Services and Protocol are novel with little to no operating history and accordingly in addition to us offering no guarantees or representations as to probability of success, certain risks may be unforeseen.

    4.2. Without prejudice to the generality of these Terms, technologies based on blockchain networks are novel and experimental and digital assets such as, without limitation, cryptocurrencies, smart contracts, cryptographic tokens and tokenised derivatives, and other nascent software, applications and systems are experimental, speculative, inherently risky, and subject to rapid change which is often impossible to anticipate or avoid connected consequences. Among other risks, bugs, malfunctions, cyberattacks, or changes to the applicable blockchain (e.g. forks) could disrupt these technologies and even result in a total loss of a digital asset or otherwise significantly affect its value or accessibility. We assume no liability or responsibility for any such risks. If you are not comfortable assuming these risks, you should not use the Services.

    4.3. Consistent with these Terms as to your inability to rely on information provided by us, we are not responsible for the content or services of any third-party, including, without limitation, any network or apps like Discord or MetaMask, and we make no representations regarding the content or accuracy of any third-party services or materials. The use and access of any third-party products or services, including through the Services, are at your own risk.

    4.4. You acknowledge and agree that all transactions accessed through the blockchain-based networks will be automatically processed using one or more smart contracts. By engaging in transactions using the Services, you acknowledge and consent to the automatic processing of all transactions in connection with using the Services. You further acknowledge and agree that the applicable smart contract will dictate how the funds of a transaction and ownership of digital assets are distributed.

    4.5. You bear sole responsibility for evaluating the Services before using them, and all transactions on the blockchain are irreversible, final, and without refunds. The Services may be disabled, disrupted, or adversely impacted as a result of sophisticated cyber-attacks, surges in activity, computer viruses, and/or other operational or technical challenges, among other things. We disclaim any obligation to notify you of any potential risks of using and accessing our Services.

    4.6. You understand and agree that you are solely responsible for maintaining the security of your self-custodial wallet. We do not have access to your private keys and solely you are responsible for securing your private keys. Any unauthorized access to your self-custodial wallet by third parties could result in the loss or theft of any digital assets or funds held in your account and any associated accounts. You understand and agree that we have no involvement in, and you will not hold us responsible for managing and maintaining the security of your self-custodial wallet.

    4.7. We reserve the right to restrict your access from using the Services at any time in our sole discretion and without notice to you (particularly, without limitation, in the event of you breaching these Terms).

    4.8. As a condition to accessing or using the Services, you acknowledge, understand, and agree that from time to time, the Services may be inaccessible or inoperable for any reason, including, but not limited to equipment malfunctions, periodic maintenance procedures or repairs, causes beyond our control, disruptions and temporary or permanent unavailability of underlying blockchain infrastructure or unavailability of third-party service providers or external partners for any reason.

    4.9 You acknowledge and agree that you will access and use the Services at your own risk. You should not engage in blockchain-based transactions unless it is suitable given your circumstances and financial resources. By using the Services, you represent that you have been, are, and will be solely responsible for conducting your own due diligence into the risks of any given transaction and the underlying smart contracts and digital assets.

    4.10. You acknowledge and agree that these Terms and your own independent investigation and thorough diligence has made you sufficiently aware of the significant risks associated with accessing and using the Services (including conducting any transactions), and that to understand the full extent of such risks (and any risks related thereto) you have consulted all applicable and necessary professional advisors, including legal counsel, qualified accountants, tax advisors and suitably qualified digital asset experts for your own direct benefit. Without limitation to the generality of these Terms, your access and use of the Services is without: i) recourse available to you for damages, loss or liability; ii) any representation, warranty, security or guarantee offered by us or any Indemnified Person (whether made outside of these Terms or otherwise), and you have acknowledged that your use and access of the Services is at your own risk.

      4.11. Applicable Law may affect your ability to use, and our ability to provide, the Services as intended. Particularly with respect to blockchain-based services, Applicable Laws and their interpretation are uncertain and subject to continuous evolution. Further, the novelty of certain elements of the Services and connected classifications under Applicable Law mean that industry practices and market standards are still developing. Neither we nor the Indemnified Persons provide (nor are qualified to provide) any representation, warranty or assurance as to our or the Service’s compliance with Applicable Law. Such factors are non-exhaustive and serve as a limited description of causes of potential legal and regulatory risk which may manifest during your use of the Services at any time. You acknowledge that certain consequences may arise from the aforementioned, including, without limitation, consequences resulting in you incurring significant liability or loss without sufficient, or any, recourse.

      4.12. You are solely responsible for obtaining the data network access necessary to access and use the Services. You are solely responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services. There are no guarantees that the Services will function on any particular hardware or devices. The Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.

      4.13. Notwithstanding that we may limit or reject certain transactions, we do not have mechanisms or processes to verify or authenticate any transaction and you must ensure that any instruction or request relating to any transaction is complete and accurate. Such instructions or requests irrevocably authorise us to initiate the transaction and process any connected fees or charges. You acknowledge that instructions and information transmitted to us may not be protected against unauthorised access, and you accept the associated risks. You acknowledge and confirm that where you execute any transaction contrary to these Terms, such transaction (to the extent possible) is liable to be voided.

      4.14. You are solely responsible for taking appropriate action to protect your hardware and data from viruses, malicious software, attacks and unauthorised access. You are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer in using the Services. We offer no assurances and may not have systems which adequately maintain or protect your information. We shall not be obligated to assist with any investigation or provide any information relating to the aforementioned.

      4.15. The legal enforceability and regulatory treatment of tokenized representations of real-world assets (RWAs) is subject to significant uncertainty and may vary across jurisdictions which may result in certain legal or regulatory disputes or challenges which may indirectly impact your holding, particularly if the RWA is located in one jurisdiction while token holders reside in others. Cross-border enforcement of rights related to tokenized RWAs may be complex or impractical, potentially leading to losses or delays in realizing value. Significant reliance may be placed on counterparties for the tokenization of RWAs, including custodians or service providers managing the RWA and a failure by these counterparties to maintain the integrity, ownership, or management of the underlying assets could result in a partial or total loss of the value of the corresponding tokens.

      5. REPRESENTATIONS AND WARRANTIES

      5.1. You hereby represent and warrant that, at all times relevant to your use of the Services:

      1. all decisions made in connection with the Services were solely and exclusively based on your own judgement and after your own independent appraisal of your financial resources, ability and willingness to take relevant risks and financial objectives;
        • you have full power, authority, and capacity to access and use the Services; and
        • comply with these Terms;
      2. your usage of the Services is not restricted by any third party, Regulatory Authority or other organisation having jurisdiction over you and any permission, consent or authorisation has been obtained unconditionally in writing maintained by you, and such permission, consent or authorisation remains valid at all relevant times during your use of the Services; and
      3. your access to and use of the Services (including compliance with these Terms) will not:
        • result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; or
        • cause you, any Indemnified Person or any third party to breach any Applicable Law or, insofar you have actual or constructive knowledge of the following, any decree or judgement of any court, or any award of any arbitrator or those of any Regulatory Authority in any jurisdiction.

      6. TAXES

      6.1. You bear sole responsibility for determining and paying any and all taxes, duties, and assessments now or hereafter claimed or imposed by any Regulatory Authority associated with your use of the Services and/or payable as a result of using and/or exploiting any digital assets and interacting with smart contracts. Blockchain-based transactions are novel, and their tax treatment is uncertain.

      7. INTELLECTUAL PROPERTY

      7.1. Contingent upon your ongoing compliance with these Terms, we grant you a personal, worldwide, revocable, non-exclusive, and non-assignable license to use the software provided to you as part of the Services. The only purpose of this license is to allow you to use the Services solely as permitted by these Terms.

      7.2. All rights, titles and interests in and to the Services, including, without limitation, any and all copyrights in and to any content, code, data, or other materials that you may access or use on or through the Services are expressly reserved; and, for the avoidance of doubt, your use of or access to the Services does not grant you any ownership or other rights therein.

      7.3. Any comments, bug reports, ideas, or other feedback that you may provide about our Services, including suggestions about how we might improve our Services, are entirely voluntary. You agree that we are free to use or not use any feedback that we receive from you as we see fit, including copying and sharing such feedback with third parties, without any obligation to you.

      8. PROHIBITED USE

      8.1. You may only use the Services if you comply with these Terms, any other applicable terms and Applicable Law. Without prejudice to any other restriction or limitation set out in these Terms, the following conduct and impliedly related conduct, in your access or use of the Services, is prohibited:

      1. using the Services for, or to promote or facilitate, illegal or immoral activity (including, without limitation, money laundering, terrorism financing, proliferation financing or tax evasion);
      2. exploiting the Services or collecting information from the Services for any purpose not expressly authorised by us or using the Services in any manner which is not reasonable, expected and in the ordinary course of business in connection with the anticipated use of the Services;
      3. causing or attempting to cause the artificial change of the price of any asset;
      4. uploading, transmitting or facilitating any viruses, worms, Trojan horses, time bombs, cancel bots, spiders, malware, or any other type of computer programming routines or malicious code that will or may be used to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information in connection with the Services;
      5. affecting or attempting to affect the functionality or operation of the Services;
      6. attempting to or actually copying or making unauthorized use of all or any portion of the Services, including by attempting to reverse compile, reformatting or framing, disassemble, reverse engineer any part of the Services or otherwise attempt to derive or obtain proprietary information, including the source code, object code, underlying concepts, ideas and algorithms of the Services or any components thereof;
      7. engaging in any activity or using the Services in a manner that results in, or may result in, complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties, or other liability to us, the Indemnified Persons, other users, third parties, or yourself;
      8. providing false, inaccurate or misleading information or otherwise using the Services under false, deceitful or fraudulent pretences;
      9. interfering with other users’ access to or use of the Services;
      10. purporting to act on behalf of us or any Indemnified Person;
      11. interfering with or circumventing the security features of the Services or any third party’s systems, networks, or resources used in the provision of Services;
      12. engaging in any attack, hack, denial-of-service attack, interference, or exploit of any smart contract in connection with the use of the Services (and operations performed by a user that are technically permitted by a smart contract may nevertheless be a violation of these Terms and/or Applicable Law); or
      13. modifying or adapting the whole or any part of the Services, including combining or incorporating the Protocol into another programme, application or service (or attempting to do such acts).

      8.2. You agree and acknowledge that if you use the Services to engage in conduct prohibited by Applicable Law, we permanently reserve the right to completely or partially restrict or revoke your access to the Services, either completely or for a period of time, at our sole discretion. We reserve the right to amend, rectify, edit, or otherwise alter transaction data to remediate or mitigate any damage caused either to us or to any other person as a result of a User’s violation of these Terms or Applicable Law.

      8.3. We reserve the right to investigate and prosecute any suspected breaches of these Terms. We may disclose any information as necessary to satisfy Applicable Law.

      9. DISCLAIMERS AND LIMITATIONS OF LIABILITY

      9.1. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE, OUR AFFILIATES AND INDEMNIFIED PERSONS MAKE NO GUARANTEES OF ANY KIND IN CONNECTION WITH THE SERVICES.

      9.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE INDEMNIFIED PERSONS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY OF WHATSOEVER NATURE, HOWSOEVER CAUSED, INCLUDING, WITHOUT LIMITATION FOR THE SERVICES BEING ACCURATE, COMPLETE, CURRENT, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, PARTICULARLY ON THE BASIS THAT INFORMATION (INCLUDING, WITHOUT LIMITATION, THE VALUE OR OUTCOME OF ANY TRANSACTION) AVAILABLE THROUGH THE SERVICES IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE BASIS FOR MAKING ANY DECISION.

      9.3. THE FOREGOING IS WITHOUT PREJUDICE OR LIMITATION TO THE GENERALITY OF THESE TERMS.

      9.4. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY INDEMNIFIED PERSON INCUR ANY LIABILITY OF WHATSOEVER NATURE, WHETHER DIRECTLY OR INDIRECTLY AND HOWSOEVER CAUSED, ARISING OUT OF, WITHOUT LIMITATION:

      1. THE SERVICES OR YOUR INABILITY TO USE OR ACCESS THE SERVICES;
      2. MISUSE OF THE SERVICES (INCLUDING WITHOUT LIMITATION, UNAUTHORIZED ACCESS OF THE SERVICES);
      3. ANY USER CONDUCT ON THE SERVICES; OR
      4. TERMINATION, SUSPENSION OR RESTRICTION OF ACCESS TO ANY THE SERVICES.

      9.5. IN ADDITION TO THE FOREGOING, NO INDEMNIFIED PERSON SHALL BE LIABLE FOR ANY DAMAGES CAUSED IN WHOLE OR IN PART BY:

      1. PLATFORM ERROR, WHETHER CAUSED BY THE USER OR OTHERWISE;
      2. SERVER FAILURE OR DATA LOSS;
      3. THE MALFUNCTION, UNEXPECTED FUNCTION OR UNINTENDED FUNCTION OF THE BLOCKCHAIN, ANY COMPUTER OR DIGITAL ASSET NETWORK (INCLUDING ANY WALLET PROVIDER), INCLUDING WITHOUT LIMITATION LOSSES ASSOCIATED WITH NETWORK FORKS, REPLAY ATTACKS, DOUBLE-SPEND ATTACKS, SYBIL ATTACKS, “51-PERCENT ATTACKS”, GOVERNANCE DISPUTES, MINING DIFFICULTY, CHANGES IN CRYPTOGRAPHY OR CONSENSUS RULES, HACKING, OR CYBERSECURITY BREACHES;
      4. ANY CHANGE IN VALUE OF ANY DIGITAL ASSET;
      5. ANY CHANGE IN APPLICABLE LAW;
      6. EVENTS OF FORCE MAJEURE; OR
      7. ANY THIRD PARTY.

      9.6. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

      9.7. IN NO EVENT WILL THE INDEMNIFIED PERSONS’ CUMULATIVE LIABILITY EXCEED ONE THOUSAND U.S. DOLLARS (US$1,000.00). IN THE EVENT SUCH SUM IS ORDERED TO BE PAID PURSUANT TO THE DISPUTE RESOLUTION PROVISIONS OF THESE TERMS, THE PAYMENT OF SUCH SUM SHALL BE IN FULL AND FINAL SETTLEMENT AND SATISFACTION OF THE ENTIRE LIABILITY FOR ANY AND ALL LOSSES AND CLAIMS, HOWSOEVER ARISING, FROM THE RELEVANT EVENTS.

      9.8. UNDER NO CIRCUMSTANCES SHALL ANY INDEMNIFIED PERSON BE REQUIRED TO DELIVER TO YOU ANY VIRTUAL CURRENCY AS DAMAGES, MAKE SPECIFIC PERFORMANCE, OR ANY OTHER REMEDY. IF YOU WOULD BASE YOUR CALCULATIONS OF DAMAGES IN ANY WAY ON THE VALUE OF VIRTUAL CURRENCY, YOU AND WE AGREE THAT THE CALCULATION SHALL BE BASED ON THE LOWEST VALUE OF THE VIRTUAL CURRENCY DURING THE PERIOD BETWEEN THE CAUSE OF ACTION (BEING THE EVENT CAUSING THE RELEVANT LOSS, WHETHER OR NOT KNOWN TO YOU) AND THE AWARD OF DAMAGES.

      9.9. If it is finally and conclusively determined in accordance with the dispute resolution clauses of these Terms, or otherwise recognised in a final judgment of the courts of the British Virgin Islands that the indemnification and exculpation of liability contemplated by these Terms is limited or usurped by the laws of another jurisdiction (notwithstanding the express choice of laws provisions herein), the relevant terms herein shall apply to the full extent permitted by the laws of such jurisdiction.

      10. INDEMNIFICATION

      10.1. You agree to indemnify, defend, and hold harmless the Indemnified Persons from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party or Regulatory Authority, and all claims, liabilities, damages (actual and consequential), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation), costs, and expenses, including without limitation, all interest, penalties and legal and other reasonable attorneys’ fees and other professional costs and expenses (Losses), arising out of or in any way connected with your use of the Services, including without limitation any claim or demand, including reasonable attorneys’ fees, made by any third party in relation to such use.

      10.2. You irrevocably and unconditionally release the Indemnified Persons from any and all claims and demands (and waive any rights you may have now or in future in relation to any Losses you may suffer or incur), arising directly or indirectly out of or in connection with any dispute that you have with any other user or other third party, directly or indirectly, in connection with the use of the Services or that which is otherwise the subject matter of these Terms.

      10.3. You shall pay in advance to any Indemnified Persons any amounts requested by the same in connection with your obligations under these Terms. Such amounts shall be returned if they are subsequently not required in connection with your obligations under these Terms or if the recipient of such amounts is subsequently determined by a court of competent jurisdiction to not be entitled to benefit from the indemnity under these Terms, save that you shall still be responsible for such amounts utilised or incurred (whether owing or already paid) in connection with the dispute relating to such determination (which, for the avoidance of doubt, shall not be returned to you).

      10.4. We reserve the right to assume, at your expense, the exclusive defence and control of any matter subject to indemnification by you. You agree to cooperate with our defence of any claim and you further agree to not in any event settle any claim without our prior written consent.

      11. DISPUTE RESOLUTION: ARBITRATION AND WAIVER OF RIGHTS

      11.1. Prior to commencing any legal proceeding against us of any kind, including an arbitration as set forth below, you agree to first attempt to resolve any dispute, claim, difference or controversy (each, a Dispute) by engaging in good faith negotiations and providing us written notice specifying the nature and details of the Dispute, to which we shall have fourteen (14) days to respond. If the parties are unable to resolve the Dispute within thirty (30) days after your initial written notice, either party shall be entitled to initiate arbitration in accordance with the below.

      11.2. Any Dispute that cannot be resolved through the procedures set forth above will be resolved through binding arbitration administered by the London Court of International Arbitration (LCIA) in accordance with its standard rules for the time being in force (Rules). Any arbitration shall be administered by one arbitrator who shall be appointed in accordance with the Rules. The place of arbitration shall be the British Virgin Islands. The language of the arbitration shall be English. The arbitrator shall have experience adjudicating matters involving internet technology, software applications, financial transactions and, ideally, blockchain technology. The arbitrator’s award of damages must be consistent with the terms of the limitation of liability provisions of these Terms as to the types and amounts of damages for which a party may be held liable. The decision of the sole arbitrator to any Dispute shall be final and binding upon the parties.

      11.3. The prevailing party in any Dispute shall be entitled to legal fees, expenses of litigation and/or arbitration (including expert witnesses) and costs, both in connection with obtaining and collecting any judgment and/or arbitral award, in addition to any other relief to which that party may be entitled.

      11.4. Any arbitration must be commenced by serving a notice of arbitration in accordance with the Rules within one year after the date that the person asserting the claim first found discovered or reasonably should have discovered the alleged act, omission or default giving rise to the claim (Limitation Period). There shall be no right to any remedy or relief for any claim by the user if the notice of arbitration in respect of that claim is not served within the Limitation Period. If the Limitation Period is contrary to Applicable Law, such notice shall be served within the shortest time period permitted by the Applicable Law.

      11.5. Except as may be required by Applicable Law, neither a party nor its representatives may disclose the existence, content, or results of any Dispute, including any arbitration without the prior written consent of all parties.

      11.6. Any arbitration shall be kept confidential. The existence of any arbitration, the existence or content of any claim, including all documents and information provided or exchanged in connection with the arbitration, and any submissions, orders or awards made in the arbitration shall be kept confidential and shall not be disclosed to any third party, save for the arbitrator, legal counsel, experts, witnesses, accountants and auditors, insurers and reinsurers, and any other persons necessary to the conduct of the arbitration. Notwithstanding the foregoing, such confidential information may be disclosed:

      1. with the written consent of the relevant person party to the arbitration;
      2. to the extent required by Applicable Law or by the regulations of any Regulatory Authority to which a party to the arbitration is or may become subject to or pursuant to any order of court or other competent authority or tribunal of competent jurisdiction;
      3. in connection with the commencement, pursuit or defence by a party to the arbitration of any bona fide legal proceedings to enforce or challenge any award rendered in the arbitration; and
      4. to the extent that the relevant confidential information is in the public domain otherwise than by breach of these Terms.

      11.7. For the avoidance of doubt, and without prejudice to other obligations that impliedly survive the termination of these Terms, the obligations of confidentiality shall survive any termination of these Terms, you ceasing use of the Services and any conclusion or stay of any arbitration.

      11.8. Any Dispute involving any Indemnified Party shall also be resolved through arbitration in accordance with these Terms.

      11.9. Any Dispute shall be claimed on an individual basis only and you shall not bring a claim by way of a class action or representative action. You further waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action. Combining or consolidating individual arbitrations into a single arbitration or court proceeding is not permitted without the consent of all parties to a Dispute.

      12. WAIVER OF INJUNCTIVE OR OTHER EQUITABLE RELIEF

      12.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE SERVICES, OR ANY OTHER WEBSITE, APPLICATION, CONTENT, SUBMISSION, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY ANY INDEMNIFIED PERSON.

      13. SEVERABILITY

      13.1. If any provision of these Terms or part thereof is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by Applicable Law, and the unenforceable portion shall be deemed to be severed from the relevant provision and these Terms.

      14. ASSIGNMENT

      14.1. These Terms may be assigned without your prior consent to any Indemnified Party, or to its successors in the interest of any business associated with the Services. You may not assign or transfer any rights or obligations under the Agreement without our prior written consent.

      15. VARIATION

      15.1. These Terms and any other applicable terms may be changed at any time with immediate effect and your continued use of the Services constitutes your consent to such changes. Changes to these Terms will be published on the Website without notice to you, and it is your obligation to review these Terms prior to using the Services. Changes to these Terms may be notified or made obvious to you, however you should not expect this for any future changes.

      15.2. If you do not wish to accept changes to these Terms (including terms incorporated by reference), you must cease to use the Services immediately. In absence of you ceasing to use the Services, your continued access to, or use of, the Services shall be deemed your acceptance of such changes. The previous version of Terms you were deemed to have accepted shall continue to apply with respect to any continuing or unsatisfied obligations, including, without limitation, your clauses relating to indemnity and limitation of liability.

      16. ENTIRE AGREEMENT

      16.1. These Terms and any other applicable terms with respect to the Services constitute the entire agreement and understanding between you and us and supersede any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms).

      16.2. Any failure by us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

      17. GOVERNING LAW AND JURISDICTION

      17.1. These Terms and, unless expressed otherwise, any other applicable terms, shall be governed by and construed in accordance with the laws of the British Virgin Islands. Subject to arbitration provisions set out herein, the parties irrevocably submit to the exclusive jurisdiction of the courts of the British Virgin Islands. Each party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of the arbitration or courts agreed herein, or to otherwise object to venue to the extent any proceeding is brought in accordance with these Terms.

      18. CONTACT US

      18.1. You may contact us with questions about your use of the Services at admin@raac.io.

      19. INTERPRETATION AND DEFINITIONS

      19.1. In these Terms:

      1. Clause headings and numbering are for convenience only and do not affect the meaning, priority or interpretation of any clause or sub-clause of these Terms.
      2. The words “include” or “including” shall mean including without limitation and include without limitation respectively.
      3. Any obligation to do or not do a thing shall be deemed to include an obligation not to permit or suffer the doing of that act or thing.
      4. Words importing the singular include the plural and vice versa and words importing a gender include any gender.
      5. Any reference to a document is to that document as amended, varied or novated from time to time otherwise than in breach of this Notice or that document.

      19.2. Except where the context requires otherwise, the following terms shall have the following meanings:

      1. Affiliates means collectively, as may be applicable, any direct or indirect, subsidiaries, parent entities, shareholders, directors, officers, employees, consultants, advisors, clients, prospective clients, suppliers, agents, distributors, business ventures or other related entities, whether in the past, present or future, or any of their affiliates.
      2. Applicable Law means all relevant or applicable statutes, laws (including rules of common law), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgments, bye-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations (whether of a Regulatory Authority or otherwise) that are applicable to the provision, receipt or use of the Services, or any other products or deliverables provided, used or received in connection with the Services.
      3. Indemnified Person means collectively, the Affiliates and any person or entity that is affiliated or related to the creation or operation of the Protocol or the Services, including any of their respective shareholders, members, beneficial owners, officers, directors, partners, managers, trustees, clients, employees, consultants or agents (as applicable), whether past, present or future, and shall include all successors and assigns.
      4. Prohibited Country means a country that could be deemed high risk for the purposes of, without limitation, money laundering, proliferation finance, terrorism financing or sanctions, including but not limited to, Cuba, Iran, South Sudan, North Korea, Syria, Russia or as may otherwise be identified as high-risk by the Financial Action Task Force or identified as being sanctioned as prescribed by United States of America, United Kingdom, European Union or United Nations, including but not limited to those on the sanctions lists maintained by OFAC.
      5. Regulatory Authority means any foreign, domestic, state, federal, cantonal, municipal or local governmental, executive, legislative, judicial, administrative, supervisory or regulatory authority, agency, quasi-governmental authority, court, commission, government organisation, self-regulatory organisation having regulatory authority, tribunal, arbitration tribunal or panel or supra-national organisation, or any division or instrumentality thereof, including any tax authority.