Legal
Terms of Service
Last Updated: September 18, 2026
These Terms of Service (“Terms”) apply to your access to and use of the Interface (as defined below) and RAAC website (the “Website” and, together with the Interface, the “Services”) to the extent provided by or on behalf of Porta Aurea Ltd., a company incorporated in the British Virgin Islands with company number 2218368, and an address of Sixth (6th) Floor, Water’s Edge Building 1, Wickham’s Cay II, Road Town, Tortola, British Virgin Islands (“RAAC”, “we”, “our”, or “us”). By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services. If you do not agree to these Terms, do not use any Services. For purposes of these Terms, “user”, “you”, and “your” mean you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf. Any Promotions (as defined below) made available through the Services will be governed by rules that are separate from these Terms.
We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Services. If there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.
1. SERVICES
RAAC provides information and resources about the decentralized non-custodial liquidity protocol (the “Protocol”), which is comprised of a collection of self-executing smart contracts deployed on Ethereum, a permissionless public blockchain (the “Protocol Smart Contracts”). The Protocol Smart Contracts enable Users to, among other things, engage in peer-to-peer transactions in a fully decentralized manner. Such transactions may include participating in the creation of liquidity pools, lending or borrowing on-chain digital assets, and participating in the Protocol’s governance. RAAC does not control or operate any version of the Protocol on any blockchain network. In addition to providing general information about the Protocol, RAAC operates a non-exclusive interface that may serve as one of the available applications through which users may access and interact with the Protocol via self-custodial wallets (the “Interface”).
The Services allow you to interact with various tokenized real-world asset (“RWA”) offerings, including RAAC’s real estate non-fungible token (“RAAC NFT”), the RAAC NFT index token (“iREET”), and other third-party RWA and decentralized finance (“DeFi”) products, services, or systems. These Terms govern your use of the Interface to access and use the Protocol, not the Protocol itself or other third-party services or offerings.
Your purchase and use of RAAC NFTs are governed by the RAAC Non-Fungible Token Terms and Conditions. Third-party services or offerings may be governed by terms, conditions, or agreements separate and distinct from these Terms, as between you and the relevant third-party service provider.
RAAC may modify or update these Terms at any time. Changes will be effective upon posting to the RAAC website or Services. The “Last Updated” date above indicates when these Terms were last changed. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.
You may provide certain information to RAAC in connection with your access or use of our Services, or we may otherwise collect certain information about you when you access or use our Services. You represent and warrant that any information that you provide to RAAC in connection with the Services is accurate. For information about how we collect, use, share and otherwise process information about you, please see our Privacy Policy.
2. ELIGIBILITY & USE OF THE SERVICES
The Services are intended solely for users who are eighteen (18) years of age or older and have the capacity to enter into this Agreement and will be legally bound by the terms and conditions of this Agreement, as amended from time to time, and are not barred from using the Services under any relevant or applicable statutes, laws (including rules of common law), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgments, bylaws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations 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 (“Applicable Law”). If you are under the age of eighteen (18), then you are not permitted to use the Services. By accessing and using the Services, you represent and warrant that you are eighteen (18) years of age or older.
In order to access or use our Services, you must NOT be:
- (a)A “U.S. Person” as defined under Regulation S of the U.S. Securities Act of 1933.
- (b)Either:
- (i)Subject to any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations, or any other governmental authority with jurisdiction over you or listed on any United States government list of prohibited or restricted parties; or
- (ii)On any of the U.S. government lists of restricted end users.
- (i)
- (c)Located in, or a resident of, a “Restricted Jurisdiction,” which includes:
- (i)The U.S., Canada, or any jurisdiction in which RAAC is not authorized to provide the Services or where your use of the Services would be illegal or would otherwise violate any applicable law of such jurisdiction.
- (ii)Any country that is subject to a United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, or in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including, without limitation, Cuba, Iran, North Korea, or Sudan.
- (i)
RAAC may require that you successfully complete its Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) process to use some or all of Services (the “KYC Process”). The KYC Process is determined by RAAC and its third-party service providers, and what constitutes completion of the KYC process is determined in RAAC’s sole discretion. As part of the KYC Process, you may be required to provide certain identifying information, including but not limited to your name, address, nationality, date of birth, copies of government-issued identification, copies of utility bills, photograph, or other information. You may also be required to complete an online video-based liveness check to verify your information. RAAC or its third-party service provider may screen your Wallet address, transactions, and tokens using blockchain analytics tools such as Hypernative for compliance purposes as part of the KYC Process.
We may implement controls to restrict access to the Services from any Restricted Jurisdiction. RAAC reserves the right to deny access to or take action against any wallet or user flagged for suspicious or illicit activity. You hereby represent and warrant that you are not and that you will not use the Services even if our methods to prevent you from connecting a Wallet or otherwise accessing or using the Services are not effective or can be bypassed.
You represent and warrant that you satisfy all eligibility requirements set forth in these Terms or otherwise stated by RAAC in connection with the Services. We may, in our sole discretion, refuse to grant you access to the Services and/or suspend or terminate your access to the Services if you do not satisfy (or no longer satisfy) one of the eligibility requirements listed herein.
3. WALLET
To use the Services, you must connect a third-party non-custodial wallet that allows you to engage in transactions on public blockchains (“Wallet”).
By using your Wallet in connection with the Services, you acknowledge and understand that you are using that Wallet under the terms and conditions of the applicable provider of the Wallet. Wallets are not operated by, maintained by, or affiliated with RAAC. RAAC is not a wallet provider, exchange, broker, dealer, financial institution, payments processor, money services business, or creditor. We do not have custody or control over your RAAC NFTs, Receipt Tokens, and RAAC Vault Tokens, or blockchains you are interacting with on our Services.
You are solely responsible for maintaining the security of your Wallet and control over any of your Wallet credentials or seed phrases. You are responsible for monitoring your Wallet (including unauthorized activities). You are responsible for anything that happens on or through your Wallet, with or without your permission. If you discover an issue related to your Wallet, please contact your Wallet provider. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, RAAC IS NOT RESPONSIBLE FOR ANY LOSS OR ACTIVITY THAT RESULTS FROM THE UNAUTHORIZED USE OF YOUR WALLET.
4. DISCLAIMERS & ACKNOWLEDGEMENTS
The Website contains information about the Protocol, thereby serving as a resource for independently interacting with the Protocol, via the Interface or otherwise. The Website is not the exclusive or sole source for information on the Protocol. You should use best judgment and independently review and confirm any information on the Website related to the Protocol. All information RAAC provides you in connection with your access and use of the Services is intended to be for informational purposes only. While we strive to provide accurate and reliable information, we cannot guarantee the accuracy, completeness, or timeliness of the information provided. It is possible that the information on the Website may be outdated or subject to errors or omissions. The Protocol Smart Contracts code is available for your inspection and review on the Ethereum blockchain. You should not take, or refrain from taking, any action based on any information contained on the Website, including the information on docs.raac.io (“Developer Docs”) or any information that we make available at any time, including blog posts, data, articles, links to third-party content, news feeds, tutorials, social media posts, or videos. You further acknowledge and agree that we will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such site or resource.
Users retain full control over their digital assets. Neither RAAC nor any affiliated entity is a party to any transaction using the Protocol, unless otherwise provided for and expressly disclosed. RAAC will not take possession, custody, or control over user digital assets or funds. You expressly acknowledge and agree that when you interact with the Protocol, you retain beneficial ownership over your digital assets at all times, subject to the operation of any Protocol Smart Contracts you are using.
RAAC has no control over any Wallet (as defined below) you may use to interact with the Protocol. To interact with the Protocol via the Interface, you will need to connect and use a Wallet that you own and control. It is essential to understand that your Wallet is provided by a third-party entity and, similar to other services offered by third parties (“Non-Service Offerings”), governed by separate terms and conditions set by the respective third-party service provider. These separate 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 Wallet provider to ensure compliance and to be aware of any applicable charges or risks is your sole responsibility.
RAAC is not an intermediary to any transactions that occur on the Protocol. Due to the non-custodial and decentralized nature of blockchain technology, RAAC is not an intermediary, agent, advisor, or custodian, and does not have any fiduciary relationship with, or obligation to, you regarding any decisions, actions, or transactions you make when using our Services. This includes, without limitation, any transactions you initiate with or through the Protocol or any other decentralized protocol, application, or service accessible via the Services. You are solely responsible for ensuring the accuracy, legality, and appropriateness of your interactions with any such third-party services, decentralized protocols, or smart contracts. RAAC does not act as an intermediary, broker, agent, or fiduciary for any other user or third party and disclaims any responsibility for the execution, settlement, or outcome of any transaction initiated by you.
You understand and acknowledge that RAAC does not have information regarding any Protocol transactions beyond what is available or obtainable publicly via the blockchain. However, we may collect information regarding the users of the Services in accordance with our Privacy Policy, as further described below.
Your use of the Protocol, via the Interface or otherwise, may incur fees related to the operation of the Ethereum blockchain. Transactions conducted via blockchain networks may be subject to various fees imposed by third parties for access to and use of such permissionless networks. These fees may include, without limitation, gas fees, which are network transaction fees paid to validators, block producers, or similar participants for the processing, validation, and confirmation of transactions on the relevant blockchain network. Additionally, certain decentralized protocols, applications, or third-party services that you access through the Services may impose separate fees, including but not limited to swap fees, liquidity provider fees, or fees associated with fiat on-ramp and off-ramp services. To the extent a counterparty is involved, such fees are determined, levied, and collected solely by the relevant third parties. You acknowledge and agree that all such fees may be non-refundable in all circumstances, including but not limited to instances where a transaction is reverted, fails to execute, or is otherwise unsuccessful. You are solely responsible for understanding and bearing all costs, fees, and charges associated with your use of the Services, including those imposed by Non-Service Offerings, decentralized protocols, smart contracts, or third-party service providers. RAAC makes no representations, warranties, or guarantees as to the availability, accuracy, functionality, or suitability of any Non-Service Offering or other third-party services, fee structures, or transactions.
5. ASSUMPTION OF RISK
You assume the risks of engaging in novel and experimental technology. Technologies such as blockchain networks, smart contracts on various blockchains, cryptographic tokens generated by the smart contracts, and other nascent software, applications, and systems that interact with blockchain networks are experimental, speculative, inherently risky, and subject to change. Among other risks, bugs, malfunctions, failed upgrades, cyberattacks, or changes to the applicable blockchain (e.g., forks) could disrupt these technologies and even result in a total loss of digital assets, their market value, or digital funds. We assume no liability or responsibility for any such risks. If you are not comfortable assuming these risks, you should not access or engage in transactions using blockchain technology.
We are not liable for any third-party services or links. We are not responsible for the content or services of any third-party or content posted thereon, including, without limitation, any network or apps, including but not limited to Discord, X, Telegram, 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. Please note that we do not have control over third-party services. Consequently, we cannot guarantee, endorse, or recommend such content or services to users of the Interface, nor can we endorse their use for any specific purpose.
You agree to the automated collection and disbursement of proceeds by smart contracts. You acknowledge and agree that transactions accessed through the Protocol and other blockchain networks may be processed using one or more smart contracts. By engaging in transactions on the Protocol via the Interface, you acknowledge and consent to the automatic processing of such transactions. 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.
You acknowledge the risks of using the Services. You bear sole responsibility for evaluating the Protocol, Non-Service Offerings, the Services, and other third-party products and services that may be accessible via the Services before using them. You acknowledge that all transactions on blockchain networks 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 ongoing obligation to notify you of all the potential risks of using and accessing our Services.
You are solely responsible for the security of your Wallet. You understand and agree that you are solely responsible for maintaining the security of your self-custodial wallet. You alone are responsible for securing your private keys. We do not have access to 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 third-party 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. The private key associated with the self-custodial wallet address from which you transfer digital assets or the private key associated is the only private key that can control the digital assets you transfer into the smart contracts.
We reserve the right to restrict your access from engaging with the Services. You agree that we have the right to restrict your access to the Services via any technically available methods for any reason, including if we suspect, in our sole discretion, that you are accessing or using the Services or Protocol in a manner that violates these Terms. If we have a reasonable suspicion that you are utilizing the Services for illegal purposes, we reserve the right to take whatever action we deem appropriate.
We do not guarantee the quality or accessibility of the Services. 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 or that we could not reasonably foresee, disruptions and temporary or permanent unavailability of underlying blockchain infrastructure or unavailability of third-party service providers or external partners for any reason. Furthermore, you accept and acknowledge that we do not control the Protocol that you are interacting with, or any blockchain network that supports the Protocol, and we do not control the smart contracts, protocols, networks, systems, or other products or services that you may access in connection with your use of the Services, including those integral to your ability to complete transactions on the Protocol.
There are risks associated with using the internet and blockchain-based products, generally. You acknowledge and agree that there are risks associated with using the technology underpinning the Protocol and the Services including, but not limited to, the risk associated with hardware, software, and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your Wallet. You accept and acknowledge that RAAC will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when accessing the Protocol or using the Services, however caused. In addition, you agree and acknowledge that
You acknowledge and agree that you will access and use the Protocol and the Services at your own risk. You should not engage in blockchain 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 a transaction and the underlying smart contracts and digital assets. All transactions submitted, or activities engaged in, through the Services are considered unsolicited, which means that they are solely initiated by you. You agree and understand that, in light of this, you have not received any investment advice, nor have you provided or conducted a suitability review for, any transactions or activities that you conduct using our Services.
6. PROHIBITED ACTIVITIES
You agree not to:
- (a)Use the Services in violation of any law, regulation, or these Terms, including but not limited to use for the purposes of money laundering, terrorist financing, intellectual property infringement, harassment, defamation, or dissemination of malware or criminal software tools;
- (b)Circumvent geoblocking or jurisdictional restrictions using VPNs or other means;
- (c)Engage in price manipulation (including without limitation coordinated “pump-and-dump” activity), or other fraudulent, deceptive, misleading, or illegal activities;
- (d)Attempt to interfere with the operation or security of the Services;
- (e)Use or attempt to use another user’s Wallet without written authorization from that user and RAAC;
- (f)Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
- (g)Sell or resell our Services;
- (h)Use the Services or data collected from our Services for any advertising or direct marketing activity (including without limitation email marketing, SMS marketing, and telemarketing);
- (i)Infringe or violate the intellectual property rights or any other rights of others;
- (j)Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
- (k)Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
- (l)Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
- (m)Reverse engineer any aspect of our Services or do anything that might discover or reveal source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- (n)Use any data mining, robots, or similar data gathering or extraction methods designed to scrape or extract data from our Services except in accordance with instructions contained in our robot.txt file, and then only to compile for search results, provided that RAAC grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. RAAC reserves the right to revoke such permission either generally or in specific cases, at any time and without notice;
- (o)Use our Services for the development of any software program, including, but not limited to, training a machine learning or artificial intelligence (AI) system or models for such a system;
- (p)Develop or use any applications or software that interact with our Services without our prior written consent;
- (q)Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, or pyramid schemes;
- (r)Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by RAAC;
- (s)Engage in, encourage, or promote any activity that breaches these Terms; or
- (t)Use our Services for any illegal or unauthorized purpose.
Enforcement of this Section 6 is solely at RAAC’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances.
7. ENFORCEMENT
RAAC may suspend, restrict, or terminate your access to the Services (or any portion thereof) at any time, with or without notice, for any reason, including but not limited to:
- (a)RAAC is so required by a subpoena, court order, or binding government order;
- (b)RAAC reasonably suspects you of using the Services in connection with prohibited conduct described in Section 6;
- (c)Use of the Services is subject to any pending litigation, investigation, or government proceeding or RAAC perceives a heightened risk of legal or regulatory non-compliance associated with your activity;
- (d)RAAC’s service partners are unable to support your use;
- (e)You do not respond promptly and fully to any request by RAAC for additional information related to you for KYC or AML screening purposes; or
- (f)You take any action that RAAC deems as prohibited conduct described in Section 6.
If you attempt to access the Services from a Restricted Jurisdiction subject to certain U.S. sanctions or if you are ordinarily a resident in such a jurisdiction, or if RAAC believes that you are attempting such access or have become a resident in such a jurisdiction, RAAC may restrict your access to the Services. You authorize RAAC to suspend any pending transactions made with the Services at the time of such suspension or termination of Services and you agree that RAAC will not be liable for any losses that you may suffer as a result.
In the event of a security breach or other fraudulent conduct, RAAC may seize, invalidate, or reissue RAAC NFTs, mark their value as zero, or take other remedial actions as deemed necessary in RAAC’s sole discretion.
If we are notified of a court order or other legal process affecting you, or if we otherwise believe we are required to do so in order to comply with applicable law, we may be required to take certain actions, including suspending your use of the Services. We will decide, in our sole discretion, which action is required of us. We do not have an obligation to contest or appeal any court order or legal process involving you or your wallet. When we implement a hold or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold or limitation may remain in place longer than one hundred eighty (180) days.
8. OWNERSHIP
The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights therein and thereto, are owned by RAAC or our licensors and are protected under both United States, Canada, and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights therein and thereto, are reserved by us or our licensors.
9. TRADEMARKS
RAAC, Regnum Aurum, and iREET, and all our associated logos, product or service names, slogans, and the look and feel of the Services are trademarks of RAAC and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
10. LICENSE GRANT
Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, revocable, non-sublicensable license, subject to the terms and conditions of this Agreement, to access and use the Services, any other related websites, content, materials, and information (collectively, the “Content”) solely for approved purposes as permitted herein and for your own personal, noncommercial use and solely with respect to any applications included in the Services, install and use such application on a mobile or personal device that you own or control. Any other use of the Services or Content is expressly prohibited and all other rights, title, and interest in the Services or Content is exclusively the property of RAAC or its respective licensors. You agree you will not copy, transmit, distribute, sell, license, reverse engineer, decompile, modify, publish, or participate in the transaction or sale of, create derivative works from, or in any other way exploit any of the Services or Content, in whole or in part. Any applications included in the Services are licensed (not sold), and if you fail to comply with any of the terms or conditions of these Terms, you must immediately cease using the applicable application and remove (that is, uninstall and delete) the applicable application from your mobile or personal device.
Names, logos, or slogans related to the Services or Content or displayed on the Website are protected intellectual property of RAAC or its licensors. You may not copy, imitate, or use such intellectual property without RAAC’s prior written consent. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Services are the property of their respective owners and may not be used without permission of the applicable trademark holder. Reference to any products, services, processes, or other information, by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by RAAC.
11. THIRD-PARTY CONTENT
Our Services rely on or interoperate with third-party products and services, including, without limitation, data storage services, communications technologies, IoT platforms, third-party app stores, and internet and mobile operators (collectively, “Third-Party Materials”). These Third-Party Materials are beyond our control, but their operation may impact, or be impacted by, the use and reliability of our Services. You acknowledge that (a) the use and availability of the Services is dependent on third-party product vendors and service providers and (b) these Third-Party Materials may not operate reliably 100% of the time, which may impact the way that our Services operate. You are responsible for obtaining and maintaining any computer hardware, equipment, network services and connectivity, telecommunications services, and other products and services necessary to access and use the Services.
Third-party code may be utilized in connection with the Services that may be subject to open-source licenses (“Open-Source Software”). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software. Please see our Open-Source Software Disclosure for more information regarding the Open-Source Software utilized in connection with our Services.
We may provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
We have no obligation to monitor Third-Party Materials or Third-Party Content, and we may block or disable access to any Third-Party Materials or Third-Party Content (in whole or part) through our Services at any time. Your access to and use of such Third-Party Content or Third-Party Materials may be subject to additional terms, conditions, and policies applicable to such Third-Party Content (including terms of service or privacy policies of the providers of such Third-Party Materials).
12. FEEDBACK
You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about RAAC or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback, or Services, or to improve or develop new products, services, or the Services in RAAC’s sole discretion. RAAC will exclusively own all improvements to, or new, RAAC products, services, or Services based on any Feedback. You understand that RAAC may treat Feedback as nonconfidential.
13. LIMITATION OF LIABILITY
To the maximum extent permitted by law, RAAC and its affiliates, directors, officers, employees, independent contractors, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your use or inability to use the Services; (b) any unauthorized access to or use of our servers or any personal information; (c) any interruption or cessation of transmission to or from the Services; (d) any bugs, viruses, trojan horses, malware, or other damaging code that may be transmitted to or through the Services; or (e) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Services.
Notwithstanding anything to the contrary in these Terms, the RAAC’s total aggregate liability to you, whether in contract, tort (including negligence), or otherwise, arising out of or in connection with these Terms or the Services, shall not exceed an amount equal to the total fees paid or payable by you to RAAC for the Services in the twelve (12) months preceding the event giving rise to the claim.
14. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless RAAC and its affiliates, directors, officers, employees, and agents (individually and collectively, the “RAAC Parties”) from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) (“Claims”) arising out of or relating to (a) your access to or use of the Services; (b) your Feedback; (c) your breach of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. The RAAC Parties will have control of the defense or settlement, at RAAC’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and RAAC or the other RAAC Parties.
15. RELEASE
To the fullest extent permitted by applicable law, you release RAAC and the other RAAC Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between the acts or omissions of third parties.
16. DISPUTE RESOLUTION: ARBITRATION AND WAIVER OF RIGHTS
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND RAAC TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH YOU AND RAAC CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND RAAC FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND RAAC AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. RAAC AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
YOU AND RAAC EACH ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF EITHER PARTY’S CLAIMS.
FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 16.10, IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.
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.
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.
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.
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.
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.
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:
- (a)With the written consent of the relevant person party to the arbitration;
- (b)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;
- (c)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
- (d)To the extent that the relevant confidential information is in the public domain otherwise than by breach of these Terms.
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.
Any Dispute involving any of the RAAC Parties shall also be resolved through arbitration in accordance with these Terms.
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.
Notwithstanding the foregoing, you may opt out of the waiver of class and representative actions and the agreement to arbitrate set forth in this Section 16 by providing written notice of your decision to opt out to RAAC at legal@raac.io within thirty (30) days of first accepting these Terms. To be effective, your notice must include your name, mailing address, email address, and a clear statement that you wish to opt out of arbitration and the class action waiver. If you opt out of these provisions, RAAC will also not be bound by them and you agree to resolve disputes in accordance with Section 17. If you do not opt out within the thirty (30) day period, you will be bound by the arbitration and class action waiver provisions as set forth herein, including with respect to any amendments or modifications to these Terms.
17. GOVERNING LAW AND DISPUTE RESOLUTION
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. MODIFYING OR TERMINATING OUR SERVICES
We reserve the right to modify our Services or to suspend or terminate providing all or part of our Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by the Terms or Supplemental Terms, unless otherwise expressly stated by RAAC in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
19. PROMOTIONS
Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.
20. MISCELLANEOUS
RAAC is not liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, regulatory actions, or network outages.
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect 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.
These Terms constitute the entire agreement between you and RAAC regarding the Services and supersede any prior agreements.
No waiver of any part of these Terms shall be deemed a further or continuing waiver of such term or any other term.
Any translations of these Terms that may be provided are for your convenience only and may not accurately reflect the original English meaning. The meanings of terms, conditions, and representations in these Terms are subject to definitions and interpretations in the English language.
You agree that each agent and service provider is a third-party beneficiary of these Terms for purposes of indemnity and limitations on liability.
You may not assign these Terms to any other party. RAAC may assign these Terms or delegate any of its rights and responsibilities under these Terms to third parties without notice to you.
RAAC is an independent contractor for all purposes. Nothing in these Terms will be deemed or is intended to be deemed, nor will it cause, you and RAAC to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or RAAC to be treated as the agent of the other.
21. CONTACT
Questions regarding these Terms can be addressed to RAAC via:
- (a)Email: legal@raac.io
- (b)Discord: https://discord.gg/raac
RAAC Non-Fungible Token Terms and Conditions
Please read these RAAC NFT Terms and Conditions (hereinafter “NFT Terms”) that follow carefully as they form a supplemental agreement between you and Aurarius Ltd., a company incorporated in the British Virgin Islands with company number (“Company”, “RAAC”, “we”, “our”, or “us”), in addition to the RAAC Terms of Service (“RAAC Terms”) between you and RAAC.
These NFT Terms govern your (i) purchase and use of RAAC NFTs; (i) potential redemption of RAAC NFTs; and (iii) participation and use of the RAAC Vault Contract, RAAC Loan Pool, and RAAC Stability Pool (collectively, the “NFT Services”). These NFT Terms refer to the individual or entity holding or using RAAC NFTs as “User”, “you” or “your”.
To the extent there is a conflict between these NFT Terms and the RAAC Terms, the provisions of these NFT Terms will govern and control.
Capitalized words not otherwise defined herein will have the meaning ascribed to them in the RAAC Terms.
1. ELIGIBILITY
In order to be eligible to receive and use the NFT Services, you must:
- (a)Meet any other eligibility requirements imposed by the RAAC Terms, including Section 2; and
- (b)Comply with all the terms and conditions set forth herein, including the User Eligibility Criteria and Representations, appended hereto.
2. RAAC NFTS AND IREET
General:
- (a)RAAC NFTs are ERC721 tokens that represent unique real estate assets owned, maintained, and controlled by RAAC. The RAAC NFT provides the holder a contractual right to redeem the RAAC NFT for title to the associated real estate, provided the holder meets the eligibility criteria determined by RAAC.
- (b)RAAC NFTs will be minted exclusively by RAAC and locked to the RAAC Vault Contract (further described below). For locking RAAC NFTs to the RAAC Vault Contract, RAAC will receive an equivalent value of iREET. More information related to the functionality and characteristics of the RAAC NFTs and iREET, along with other documentation related to the functioning and use of other RAAC systems and the Protocol, is available at our documentation site at docs.raac.io.
- (c)To use the NFT Services, you must connect a third-party non-custodial wallet that allows you to engage in transactions on public blockchains (“Wallet”).
Obtaining iREET: iREET may be obtained only through a third-party exchange or DeFi protocol.
Obtaining RAAC NFTs: RAAC NFTs that have been locked to the RAAC Vault Contract may be randomly made available for redemption using iREET. Upon any User’s redemption request, the Protocol will randomly select a RAAC NFT that may be redeemed by any User, on a first-come-first-serve basis. The RAAC NFT made available will be the sole and exclusive RAAC NFT available for redemption for a seventy-two (72) hour period and will remain available for redemption until it is either redeemed by a User or the redemption period expires. After seventy-two (72) hours has passed following the last request, Users may submit a request to the Protocol to randomly select a RAAC NFT to make available for redemption. To redeem a RAAC NFT using your iREET, you must connect your Wallet and meet the eligibility requirements of Section 1.1 of these NFT Terms. To complete redemption, you must initiate a transaction using your Wallet and complete the prompts provided to you. You may only use iREET within your Wallet as owned and controlled by you. Payment is due immediately upon execution of the relevant transaction, unless otherwise specified in writing by RAAC. Failure to complete a payment within the specified timeframe may result in cancellation of the transaction or forfeiture of any rights associated with the transaction. All payments are non-refundable except as expressly provided in these Terms or as required by applicable law.
Transfer of RAAC NFT: Provided you complete the transaction using your Wallet, the RAAC NFT will be transferred directly to the Wallet you used to make the transaction.
Permitted Uses:
- (a)Once the RAAC NFT is transferred to your Wallet, the RAAC NFT may be:
- (i)Held or transferred;
- (ii)Resold on secondary markets;
- (iii)Locked to the RAAC Vault Contract (as discussed below);
- (iv)Used as collateral to obtain loans from RAAC (in future versions, and as discussed below); or
- (v)Used in connection with a request to receive the real estate associated with the RAAC NFT.
- (i)
- (b)RAAC may, from time to time, make available various products or services that may be accessed in connection with your holding of the RAAC NFT, including those specified below. The specific terms or features of any such product or service may be added, removed, or otherwise change, depending upon the nature of the smart contract employed and the particular offering. Additional products or services may be (i) presented to you on the Protocol via the Interface, and (ii) subject to the RAAC Terms or third-party terms, conditions, and policies.
Invalidation of RAAC NFT. If RAAC determines in its sole and absolute discretion that you reside or are located in a sanctioned or embargoed jurisdiction or your Wallet is flagged as being involved in illegal activity, or you are in violation of these NFT Terms or the RAAC Terms, RAAC may freeze your RAAC NFT or invalidate it by setting its value to zero and re-issuing to another user.
Redemption:
- (a)In some cases, and at RAAC’s sole discretion, you may request to redeem your RAAC NFT for the associated real estate or, in RAAC’s sole and absolute discretion, equivalent value. To request a redemption of your RAAC NFT, you must first lock your RAAC NFT with RAAC and subsequently complete a mandatory enhanced KYC/AML process (“Enhanced KYC Process”). The eligibility criteria for the Enhanced KYC Process includes successful KYC/AML screening, liveness testing, address verification, and compliance with additional jurisdictional restrictions. If you do not successfully pass the Enhanced KYC Process, RAAC may reject your request, unlock the RAAC NFT, and return the RAAC NFT to you.
- (b)Upon successful completion of the Enhanced KYC Process, and subject to RAAC’s further review and approval, RAAC may approve your redemption request. Once your redemption request is approved, your RAAC NFT will be burned and RAAC will begin the process of transferring the associated real estate, or real estate of an equivalent or greater value.
- (c)You are solely responsible for any property transfer taxes, governmental fees, professional fees, or other costs associated with transferring title in the jurisdiction of the real estate. You are responsible for meeting any additional real estate transfer requirements or fees that may apply, depending on the jurisdiction of the real estate.
- (d)UPON YOUR PURCHASE OR RECEIPT OF ANY RAAC NFT, YOU ACKNOWLEDGE AND AGREE THAT CONTROL OR OWNERSHIP OF SUCH RAAC NFT, OR OTHER TOKEN OR DIGITAL ASSET DESCRIBED IN THESE NFT TERMS, IS MERELY A CONTRACTUAL RIGHT AND DOES NOT CONSTITUTE A RIGHT, INTEREST, OR TITLE IN ANY REAL PROPERTY OR OTHER ASSET OWNED, CONTROLLED, OR MAINTAINED BY RAAC.
Refunds: Except as may be required by applicable law, all purchases and redemptions of RAAC NFTs are final and cannot be refunded or exchanged for money or any other tangible value.
Property Maintenance and Fees: RAAC NFTs provide a contractual right and do not represent any right, title, or interest in real property or other assets owned, controlled, or maintained by RAAC (“RAAC Assets”). RAAC is solely responsible for property maintenance, taxes, insurance, and other compliance with applicable law or contractual obligations related to the RAAC Assets. RAAC, not RAAC NFT holders, will retain all revenue generated by the RAAC Assets, including any rental income. RAAC will use eighty percent (80%) of the revenue generated by the RAAC Assets to provide distributions to holders of RAAC Assets and lenders, and the remaining twenty percent (20%) will be used for research and marketing purposes by RAAC at its discretion. In the event of property destruction, if such destruction or damage is covered by insurance, RAAC may, in its sole discretion, repair the property, substitute an equivalent property, or issue RAAC NFT of equivalent value.
3. RAAC VAULT DEPOSITS
Participation: You may lock eligible RAAC NFTs to RAAC’s Vault Token Contract (“RAAC Vault Contract”) to receive the equivalent value of iREET.
Function: The RAAC Vault Contract locks the RAAC NFT and mints iREET based on the nominal value of the underlying asset, as determined by oracles provided by Chainlink. RAAC retains a percentage of the minted iREET as a minting fee, disclosed at docs.raac.io/parameters-core.
4. LOANS AGAINST RAAC NFTS
Participation: You may use eligible RAAC NFTs or iREET as collateral to obtain loans from RAAC through the Protocol.
Loan Terms:
- (a)The maximum loan-to-value (“LTV”) ratio is 50%, meaning you can borrow half the value of the assets you lock. We reserve the right to modify the maximum LTV at our discretion.
- (b)The liquidation threshold for loans is 60%. We reserve the right to modify the liquidation threshold at our discretion.
Liquidation: If the LTV for your loan exceeds the liquidation threshold, your collateral will be liquidated automatically. RAAC converts liquidated RAAC NFTs to iREET via the RAAC’s stability pool (“RAAC Stability Pool”) and swaps such iREET for pmUSD to repay the loan. Any excess above what is required to repay the loan in full is distributed to the liquidity providers.
Insurance: You may purchase optional insurance for fee of 3% of the value of the loan, subject to change. If you purchase insurance, the insurance cost will be deducted from the proceeds of your loan. If you do not purchase insurance, your loan will be liquidated automatically if your loan exceeds the liquidation threshold, as described in Section 4.3. If you obtain insurance, when your loan exceeds the liquidation threshold, you will have 72 hours to pay back the loan in full. After 72 hours, if you have not repaid the loan in full, the loan will be liquidated automatically. If you increase the amount of your loan and do not insure the new loan balance, any insurance you purchased on the initial balance is invalidated.
5. RAAC LENDING POOL
Participation: Users may deposit assets into the RAAC lending pool (“RAAC Lending Pool”) via the Services. All deposits of digital assets into the RAAC Lending Pool are subject to geo-blocking and blockchain analytics.
Receipt Tokens: Upon deposit to the RAAC Lending Pool, you will receive a token (“Receipt Token”) representing your share of the pool. The value of the Receipt Token increases with accrued interest.
Fees and Withdrawals: A deposit fee shall be applied to all RAAC Lending Pool deposits. We reserve the right to modify the deposit fee at our discretion. Interest rates are determined by pool utilization. All interest earned is subject to a service fee. The deposit fee and service fee are subject to change, and the current fees are available on docs.raac.io/parameters-core. Notice of any change in the deposit and service fees will be provided electronically at docs.raac.io/parameters-core.
6. RAAC STABILITY POOL
Participation: Users may deposit Receipt Tokens into the RAAC Stability Pool, subject to jurisdiction eligibility verification.
Function: The RAAC Stability Pool assists RAAC in liquidating risky positions. When you deposit Receipt Tokens into the RAAC Stability Pool, you are eligible to earn income from RAAC NFT liquidations.
Fees and Withdrawals: No deposit fees apply to RAAC Stability Pool deposits. Withdrawals are subject to a time lock. The time lock details are subject to change, and are available on docs.raac.io/parameters-core.
7. IREET
Participation: You may acquire iREET by depositing RAAC NFTs to the RAAC Vault Contract, or by purchasing iREET on secondary markets.
Function: iREET represents a basket of real estate assets held by RAAC in the RAAC Vault Contract. It is a tracker token with no yield component.
Use: iREET is borrowable and may be used as collateral on the RAAC Protocol or in other decentralized finance protocols.
8. USER RESPONSIBILITIES
Transaction Fees: You are responsible for all blockchain transaction fees (gas fees) incurred in connection with your use of the NFT Services.
Compliance with Law: Both you and RAAC will comply with all applicable laws, rules, and regulations, including but not limited to those relating to anti-bribery, anti-corruption, and industry standards relevant to the Services. You represent and warrant that neither you nor any person acting on your behalf will, directly or indirectly, offer, give, solicit, or receive any bribe or other improper payment or advantage in connection with your use of the Services. RAAC reserves the right to take any action it deems necessary in the event of a suspected or actual breach of this provision.
9. DISCLAIMERS
YOU EXPRESSLY AGREE AND UNDERSTAND THAT THE NFT SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE NFT SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RAAC DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
RAAC DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT (A) ACCESS TO THE NFT SERVICES OR ANY PART THEREOF (INCLUDING THIRD-PARTY SERVICES) WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THAT THE SERVICES OR ANY MATERIALS CONTAINED (INCLUDING THIRD-PARTY SERVICES) THEREIN ARE ACCURATE, COMPLETE, RELIABLE, OR CURRENT; (C) THAT THE NFT SERVICES (INCLUDING THIRD-PARTY SERVICES) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THAT THE SERVICES OR ANY OF THE MATERIALS CONTAINED THEREIN (INCLUDING THIRD-PARTY SERVICES) WILL MEET YOUR REQUIREMENTS, NEEDS, OR EXPECTATIONS. ADDITIONALLY, RAAC DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LEGALITY OF THE SERVICES (INCLUDING THIRD-PARTY SERVICES) FOR ANY USE CASE, OR THAT THE SERVICES (INCLUDING THIRD-PARTY SERVICES) MAY MEET ANY REGULATORY AND COMPLIANCE NEEDS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING AND COMPLYING WITH ALL APPLICABLE LEGAL AND REGULATORY RESTRICTIONS, REPORTING OBLIGATIONS, AND OTHER REQUIREMENTS THAT MAY GOVERN YOUR USE OF THE SERVICES.
10. ASSUMPTION OF RISKS
You accept and acknowledge:
- (a)The value of RAAC NFTs, iREET, and Receipt Tokens (collectively, “Tokens”) is subjective. Prices of Tokens are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect Token prices.
- (b)The value of RAAC NFTs and iREET may be determined by real estate market pricing and Chainlink oracles. RAAC is not responsible for fluctuations in real estate pricing.
- (c)You are responsible for any fees related to use of the NFT Services, including for actions you take on the blockchain, regardless of whether a successful transaction occurs, and that such fees are final and irreversible.
- (d)A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications and could therefore also negatively impact the potential utility of Tokens.
- (e)The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the NFT Services and the utility of Tokens.
- (f)The NFT Services are provided for informational and transactional purposes only and do not constitute investment, legal, or tax advice.
- (g)You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. RAAC is not responsible for determining, withholding, collecting, reporting, or remitting any taxes that apply to your use of the NFT Services.
- (h)There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to buy or otherwise interact with any Tokens not minted and issued directly to you via the NFT Services.
- (i)RAAC does not control the public blockchains that you are interacting with, and we do not control any smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Blockchain transactions are irreversible. RAAC has no ability to reverse any transactions on the blockchain.
- (j)There are risks associated with using internet and blockchain-based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software, and the risk that third parties may obtain unauthorized access to your Wallet. You accept and acknowledge that RAAC will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Services or any blockchain network, however caused.
- (k)There are risks associated with using blockchain technology, decentralized finance protocols, non-fungible tokens, and cryptocurrencies, including but not limited to trading risk, liquidation risk, loss of funds due to hacks or exploits, and fluctuations in the value of underlying assets.
- (l)From time to time due to technological factors, scheduled software updates and/or the performance of other maintenance, as well as factors beyond or within our control, the Services may be temporarily interrupted.
11. RELEASE OF CLAIMS
You expressly agree that you assume all risks in connection with your access and use of any of the NFT Services. You further expressly waive and release us from any and all liability, claims, causes of action, or damages arising from or in any way relating to your use of any of the NFT Services.
12. NFT SERVICE SUSPENSION AND TERMINATION
We reserve the following rights, which do not constitute obligations of ours: (a) with or without notice to you, to modify, substitute, eliminate or add to any of the NFT Services; (b) to review, modify, filter, disable, delete and remove any and all content and information from any of the NFT Services.
ADDENDUM A
USER ELIGIBILITY CRITERIA AND REPRESENTATIONS
Please read this User Eligibility Criteria and Representation Addendum (“Addendum”), which supplements the RAAC Non-Fungible Token Terms & Conditions (“NFT Terms”). To the extent there is a conflict between this Addendum and the NFT Terms, the NFT Terms will govern and control.
Capitalized terms not otherwise defined herein will have the meaning ascribed to them in the NFT Terms.
1. GENERAL REQUIREMENTS
You represent and warrant to the Company, with respect to the Tokens and the NFT Services, generally, as follows:
You have full legal capacity, power and authority to execute, accept and deliver these NFT Terms and to perform your obligations hereunder. These NFT Terms constitute a legal, valid and binding obligation, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
You are (i) not a “U.S. Person” as defined in Rule 902 of Reg S (“U.S. Person”) or deemed to be a U.S. Person under Rule 902(k)(2) of Reg S; (ii) domiciled and have your principal place of business outside the United States as defined in Reg S (“United States”); and (iii) not acquiring Tokens, or otherwise accessing the NFT Services, for the account or benefit of a U.S. Person.
You are receiving the Tokens, or otherwise accessing the NFT Services, in an “offshore transaction” as defined by Rule 902(h) of Reg S (i.e., the offer to sell the Tokens to you was not made to you in the United States and, at the time the transfer was completed, you were outside the United States).
No “directed selling efforts” as defined in Rule 902(c) of Reg S were made in the United States (i.e., no marketing efforts were made to you in the United States) and in no event should these Terms be construed as a prospectus, advertisement, or a public offering of the Tokens or NFT Services in the United States. You have not engaged and will not engage or cause any third party to engage in any directed selling efforts (as defined in Reg S) in the United States with respect to the Tokens (or an interest in the Tokens or hedge transaction associated with the Tokens) or the NFT Services.
You agree to resell the Tokens only in accordance with the provisions of Reg S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration, and you agree that you shall not engage in hedging transactions with regard to the Tokens unless in compliance with the U.S. Securities Act. You have complied and will comply with the requirements of Reg S with respect to the Tokens (or an interest in the Tokens or hedge transaction associated with the Tokens).
You will (i) conduct all of your activities under these NFT Terms outside the United States at all times and in accordance with applicable law and in satisfaction of Reg S; and (ii) ensure that any transaction involving Tokens in which you are a party is an offshore transaction.
You acknowledge and are aware that (i) the Company is not registered or licensed with any national, federal or state regulatory as an investment adviser, broker-dealer, or other form of entity regulated by a financial services regulator and accordingly you will not be afforded the full set of protections provided to the clients of such entities, including those under the U.S. Securities Act, the U.S. Securities Exchange Act of 1934, as amended, the Investment Advisers Act of 1940, as amended, and any similar national or state laws, (ii) these NFT Terms, the Tokens, and the NFT Services have not been reviewed by, passed upon, or submitted to any securities regulatory authority or financial services regulator, and no such authority or regulator has expressed an opinion on these NFT Terms, the Tokens, or the NFT Services; and (iii) Tokens are not legal tender, are not backed by any government, and accounts and value balances associated with Tokens are not subject to deposit or investor protection, including protections of the U.S. Federal Deposit Insurance Corporation or the U.S. Securities Investor Protection Corporation.
You have complied and will comply with the transfer restrictions set forth below.
You are not part of a plan or scheme on your part, or any of your 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 (“Your Affiliates”), or any person acting on your or Your Affiliates’ behalf to evade the registration requirements under the U.S. Securities Act.
2. REQUIREMENTS FOR TOKENS RECEIVED FOR YOUR OWN ACCOUNT OR BY SUBSEQUENT TRANSFEREES
The following shall be non-exclusive eligibility requirements for the receipt of Tokens, or use of the NFT Services, and you represent and warrant with respect to such Tokens and, as applicable, NFT Services as follows:
You have such knowledge and experience in financial and business matters such that you are capable of evaluating the merits and risks of the receipt of Tokens or the NFT Services and by reason of your own business and financial experience have the capacity to protect your own interests regarding these NFT Terms and receipt of Tokens or, as applicable, NFT Services hereunder.
You have the ability to bear the economic risk of your investment associated with the NFT Services, including the Tokens, and you can hold the Tokens, or otherwise use the NFT Services, as applicable, indefinitely and could afford a complete loss.
You have obtained and reviewed all information about the Company, the NFT Services, and Tokens that you desire and which you feel is necessary to enable you to recognize and evaluate the merits and risks receiving Tokens or accessing and using the NFT Services.
Tokens are being acquired and will be held by you for personal investment or use, you are not a “distributor” (as such term is defined in Reg S) or a “dealer” (as such term is defined in the U.S. Securities Act), and you have no present intention of distributing the Tokens or any interest therein to others.
3. TRANSFER RESTRICTIONS
You further represent and warrant to the Company as follows:
You acknowledge and are aware that in order to comply with Reg S as promulgated under the U.S. Securities Act, and other regulations, transfer of Tokens to U.S. Persons and persons of other jurisdictions are limited. In particular, pursuant to 17 C.F.R. § 230.903(3)(iii)(B)(2), you agree to resell the Tokens only in accordance with the provisions of Reg S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration, and agree not to engage in hedging transactions with regard to the Tokens unless in compliance with the U.S. Securities Act. In addition, your Tokens may not be used, assigned, sold, traded, exchanged, or otherwise transferred to any person in a Restricted Jurisdiction until such jurisdiction is no longer restricted. Additional transfer restrictions may continue to apply to your Tokens based on certain regulatory treatment in certain jurisdictions. “Restricted Jurisdiction” means:
- (a)The U.S., Canada, or any jurisdiction in which RAAC is not authorized to provide the Services or where your use of the Services would be illegal or would otherwise violate any applicable law of such jurisdiction.
- (b)Any country that is subject to a United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, or in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including, without limitation, Cuba, Iran, North Korea, or Sudan.
You acknowledge and are aware that there are substantial restrictions on the use and transferability of Tokens, and there will be no public market for the Tokens for U.S. Persons. The Tokens will not be registered under the U.S. Securities Act, or qualified under the securities law of any state in the United States and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This means that you and any other holders of Tokens may not transfer Tokens to any U.S. Person without registration or an exemption from registration under the U.S. Securities Act.
You have been advised and fully comprehend that the Tokens are being treated by the Company in a manner consistent with securities under the U.S. Securities Act and you acknowledge and agree that you must treat the Tokens in the same manner for the foreseeable future and not take actions inconsistent with such treatment, and advise any subsequent transferee of the same, and that the Company is entering into these NFT Terms in material reliance on your representations, warranties and covenants set out in these NFT Terms.
You acknowledge and agree that (i) the transfer restrictions applicable to Tokens set forth herein are binding upon subsequent transferees, except for transferees pursuant to an effective registration statement under the U.S. Securities Act, and that you shall inform any subsequent transferee of the transfer restrictions applicable to Tokens set forth in these NFT Terms and the rights and obligations applicable to a holder of the Tokens and the Company; (ii) any person to whom a subsequent transferee transfers will, in turn, be subject to applicable re-transfer restrictions depending upon the manner of any such transfer and therefore you will require each transferee to inform subsequent transferees of the transfer restrictions applicable to Tokens and require such subsequent transferees to do the same; and (iii) transfer restrictions applicable to Tokens are also applicable to interest in the Tokens or a hedge transaction associated with the Tokens and all references within these NFT Terms to transfer restrictions shall be construed accordingly.
You shall not offer, sell, resell, pledge, hypothecate, transfer or otherwise dispose of any part or all of the Tokens (or an interest in the Tokens or hedge transaction associated with the Tokens) in the United States to or for the account or benefit of a U.S. Person except: (i) (A) in an offshore transaction under Reg S (including, at a minimum, during any Distribution Compliance Period) (B) pursuant to another available exemption from the registration requirements of the U.S. Securities Act, or (C) pursuant to an effective registration statement or its equivalent under the U.S. Securities Act that covers the Tokens; and (ii) in accordance with all applicable securities laws of the United States.
You acknowledge and are aware that the Company shall refuse to permit any transfer of Tokens not made in accordance with the provisions of Reg S, pursuant to registration under the U.S. Securities Act or pursuant to an available exemption from registration, and that any transfer made in violation of the provisions applicable to transfer in these NFT Terms will be null and void and the Company will not recognize any such attempted transfer.
You acknowledge that prior to the expiration of the Distribution Compliance Period, you and any other subsequent transferee of the RAAC NFTs may be required to provide to the Company or its agents certifications and other documentation relating to the non-U.S. Person status of any such transferee, and you agree to so inform such transferee prior to any such proposed transfer.
The Company shall not register the transfer of any Tokens in violation of the restrictions set forth herein, and the Tokens will be deemed to bear the legend set forth below (in addition to any other legend required by U.S. or non-U.S. federal or state securities laws that may be applicable to the Tokens or provided in any other agreement with the Company):
THIS OFFER AND SALE OF ANY TOKENS HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY U.S. STATES AND THESE TERMS HAVE BEEN ACCEPTED OUTSIDE THE UNITED STATES. THE TOKENS ARE RESTRICTED SECURITIES AND MAY NOT BE OFFERED, SOLD, RESOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN RULE 902 OF REGULATION S UNDER THE U.S. SECURITIES ACT) DURING THE APPLICABLE DISTRIBUTION COMPLIANCE PERIOD WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE U.S. SECURITIES ACT. WARRANTS ASSOCIATED WITH THE TOKENS (IF ANY), AND ANY INSTRUMENT THAT MAY BE ISSUED UNDER SUCH WARRANTS, HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND COMPLIED WITH TO THE SATISFACTION OF THE COMPANY. HEDGING TRANSACTIONS WITH REGARD TO THE TOKENS SHALL ALSO BE PROHIBITED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. THIS INSTRUMENT HAS NOT BEEN APPROVED FOR TRADING BY THE U.S. COMMODITY FUTURES TRADING COMMISSION UNDER THE U.S. COMMODITY EXCHANGE ACT OF 1936, AS AMENDED.
BY ITS ACQUISITION HEREOF, THE HOLDER (I) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THE TOKENS IN AN OFFSHORE TRANSACTION, (II) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE RAAC NFT EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, (B) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OR (C) PURSUANT TO ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT (IF AVAILABLE), AND (III) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE RAAC NFT IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE U.S. SECURITIES ACT,
CONSISTENT WITH THE COMPANY’S TREATMENT OF THE TOKENS AS SECURITIES UNDER THE U.S. SECURITIES ACT FOR THE FORESEEABLE FUTURE THIS LEGEND HAS BEEN INCLUDED TO COMPLY WITH REGULATION S. IT SHOULD NOT OTHERWISE BE CONSTRUED AS OR RELIED UPON AS AN ACKNOWLEDGMENT BY THE COMPANY OF THE LEGAL OR REGULATORY CHARACTERIZATION OF THE RAAC NFT UNDER APPLICABLE LAWS.
4. OTHER REPRESENTATIONS
You further represent and warrant to the Company as follows:
You have been advised that the Tokens have not been approved for trading by the U.S. Commodity Futures Trading Commission. You represent that you are not purchasing these NFT Terms on the basis that it is a contract of sale of a commodity for future delivery (or option on such a contract), a swap or any other instrument subject to the U.S. Commodity Exchange Act.
You understand that the Company is not licensed as a money transmitter (“MT”) or a money services business (“MSB”). If the Company was deemed to be an MT and/or MSB, it would be subject to significant additional regulation. This could lead to significant changes with respect to the Network, how the Tokens are structured, how they are purchased and sold, and other issues, and would greatly increase the Company’s costs in creating and facilitating transactions in the Tokens. It could lead to the termination of the Tokens. Further, a regulator could take action against the Company if it views the Tokens and the Protocol as a violation of existing law. Any of these outcomes would negatively affect the value of the Tokens and/or could cause the Company to cease operations.
You understand that the Tokens are non-refundable and cannot be exchanged for cash (or its equivalent value in any other virtual currency) or any payment obligation from the Company or any Affiliates.
You are not registered with the U.S. Securities and Exchange Commission as a broker-dealer, alternative trading system or exchange, and is not a member of the U.S. Financial Industry Regulatory Authority (“FINRA”) nor are you required to be registered with the U.S. Securities and Exchange Commission or is subject to the rules of FINRA.
You and your Affiliates shall comply at all times with all laws, statutes and regulations relating to anti-money laundering, countering the financing of terrorism, sanctions, anti-bribery and anti-corruption under all laws applicable to it or them (as the case may be).
You have not relied on any representations or warranties made by the Company outside of these NFT Terms, including, but not limited to, conversations of any kind, whether through oral or electronic communication. You represent that you had adequate information on which to base your decision to receive Tokens under these NFT Terms. You acknowledge that such potential changes may be significant and understand that the NFT Terms, NFT Services, and parameters for the NFT Services shall be determined by the Company in its sole and absolute discretion and will be binding on you regardless of the extent, nature, or impact of such changes.
You understand that no federal or state agency or any other governmental authority has passed on or made any recommendation or endorsement of these NFT Terms or the Tokens or the fairness or suitability of this investment, nor has any governmental authority passed upon or endorsed the merits of this offering.
Your acceptance of these NFT Terms complies with applicable laws and regulations in your jurisdiction.
You understand that you bear sole responsibility for any tax obligations as a result of the matters and transactions that are the subject of these Terms, and any future acquisition, ownership, use, sale or other disposition of RAAC NFTs held by you. To the extent permitted by law, you agree to indemnify, defend and hold the Company or any of its Affiliates, employees or agents (including developers, auditors, contractors or founders) harmless for any claim, liability, assessment or penalty with respect to any taxes (other than any net income taxes of the Company that result from the delivery of RAAC NFTs to you pursuant to these Terms) associated with or arising from your receipt of RAAC NFTs hereunder, or the use or ownership of RAAC NFTs.
You are not a resident of and are not domiciled in, any Restricted Jurisdiction or purchasing the RAAC NFTs from a location in any Restricted Jurisdiction. The Company acknowledges that you, as of the Effective Date, are not a resident of or domiciled in any Restricted Jurisdiction.
You are not a “Prohibited Person”, meaning that you are not (i) a citizen or resident of a geographic area in which use of cryptographic tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes; or (iii) an individual, or an individual employed by or associated with an entity, that is identified on the U.S. Department of Commerce’s Denied Persons or Entity List, or the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or the sanctions lists adopted by the United Nations and the European Union to such extent such sanctions are extended by the UK Government to its Overseas Territories, as such lists may be amended from time to time; or (iv) a person who acts, directly or indirectly, for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure, unless the Company, after being specifically notified by you in writing that you are such a person, conducts further due diligence, and determines that the receipt of the RAAC NFTs is permitted. If your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately notify the Company. To your knowledge, (i) no person or entity that controls, is controlled by or under common control with, you is a Prohibited Person, and (ii) no person having any direct or indirect beneficial interest in you is a Prohibited Person.
You will not use the Tokens in connection with any activity that violates applicable laws in any relevant jurisdiction, including, but not limited to, use of the RAAC NFTs in connection with transactions that violate U.S. federal or state securities or commodity laws.
By agreeing to these NFT Terms, you consent to the disclosure by or on behalf of the Company of any information about you to regulators and others upon request in connection with money laundering and similar matters, both in the British Virgin Islands and in other jurisdictions.
You will not use Tokens to finance, engage in, or otherwise support any unlawful activities.
You are responsible for implementing reasonable measures for securing your wallet, vault or other storage mechanism used to receive and hold Tokens received under these Terms, including any requisite private key or other credentials necessary to access such storage mechanism. If the private key or other access credentials are lost, you may lose access to the Tokens. The Company is not responsible for any such losses.