RFOX VALT | Fully Immersive Metaverse via VR

1. Welcome to RFOX VALT

1.1 These terms and conditions (Terms) are between RedFOX Labs (we, us or our) and you, together the Parties and each a Party. These Terms govern your use of the RFOX VALT metaverse (RFOX or RFOX VALT).

1.2 We provide a software metaverse to enable owners and tenants (Sellers) of virtual stores (District) to advertise their goods, including Digital Assets, to potential customers, including you (Buyers) and facilitate access to a smart contract protocol to enable the sale and transfer of the ownership of Digital Assets. Digital Assets refers to unique non-fungible tokens, implemented on blockchain or distributed ledger technology using smart contracts. Digital Assets may also include Stores which are a special kind of NFT within the RFOX VALT ecosystem.

1.3 RFOX VALT is available at redfoxlabs.io and via other channels or website addresses.

1.4 In these Terms, you means (as applicable) (1) the person or entity registered with us as either a Buyer or Seller; or (2) the individual accessing or using VALT.

1.5 If you are using RFOX VALT on behalf of your employer or a corporate entity, you represent and warrant that you are authorised to act on behalf of your employer or the corporate entity and to bind the entity and the entity’s Personnel to these Terms. You are also severally bound in your personal capacity to these Terms.

2. Acceptance and RFOX VALT Summary

2.1 By using RFOX VALT, you will be deemed to have read, understood and agreed to be bound by these Terms together with our Privacy Policy, and that you agree to use the RFOX VALT at your own risk.

2.2 RFOX VALT is an experimental and developing metaverse and marketplace where Buyers and Sellers can find each other, and advertise, buy and sell Digital Assets within that metaverse and explore other services and features offered within the RFOX VALT metaverse.

2.3 RFOX VALT remains in a testing phase and as set out below we do not warrant or guarantee that RFOX VALT will operate free from errors or with uninterrupted access.

2.4 We provide RFOX VALT to users (including hosting and maintaining RFOX VALT) to:

assist Buyers and Sellers to form contracts for the supply of Digital Assets; and
submit transactions to Smart Contract protocols which may transfer the ownership of Digital Assets and transfer payment in Digital Currency,

(together the Marketplace Services).

2.5 You understand and agree that:

we only make available RFOX VALT and the Marketplace Services;
we are not a reseller of items (but one of our affiliates could become a seller if it holds a District NFT);
our responsibilities are limited to facilitating the user functionality and availability of RFOX VALT;
we are not party to any agreement entered into between a Buyer and Seller (or between you and a merchant or any other party) on RFOX VALT;
we have no control over the individual conduct of Buyers, Sellers (including whether a District Owner or a Tenant) or any other users of RFOX VALT, including in relation to the sale of illegally obtained Digital Assets;
we are not responsible for the conduct, actions and/or inactions of Buyers, Seller, or any other users of RFOX VALT

3. Eligibility

3.1 As a condition of access to RFOX VALT, you represent and warrant that

you are fully capable and able to agree to and be bound by (in both your individual capacity and on behalf of any organisation you represent) the conditions, obligations, affirmations, representations and warranties set out in these Terms and that you will abide by these Terms;
you understand that these Terms may be updated from time to time and you will need to check in periodically to review the latest Terms;
it is legal within Your Jurisdiction to access the RFOX VALT and to access, deal in, enter into agreements for the sale and purchase of, and to hold the Digital Assets which are offered within RFOX VALT;
you are of the legal age of majority in Your Jurisdiction;
you will be solely responsible for:
securing any private keys, seed phrases or passwords associated with Digital Assets you own or purchase from Sellers; and
any activities you engage in using RFOX VALT; and
compliance with all laws of Your Jurisdiction, including in respect of any taxation obligations arising from transactions you enter into in RFOX VALT;
any Digital Currency, Digital Assets or funds which you deal in in connection with the RFOX VALT have been obtained from lawful sources in accordance with all Applicable Laws in Your Jurisdiction and are not the subject of any claim, lien or security interest.

4. Registration, Account Access, and Security

Third Party Wallet

4.1 Your access to RFOX VALT is via a third party private key manager which you choose to use (for example: MetaMask, Ledger Wallet, Mist Browser or another Web3 wallet provider) (Third Party Wallet). Your access to your Third Party Wallet is entirely at your own risk and at no time will we have access to your private keys.

4.2 We will not have any responsibility or Liability for any loss of Digital Assets or Digital Currency from your Third Party Wallet from any breach of security or unauthorised access.

You agree that you will, at all times, always:

Avoid the use of simplistic passwords with your Third Party Wallet;
Keep your password, seed phrases, and any other information needed to access your Third Party Wallet secure and confidential and you will not share them with anyone else.

5. Sellers

5.1 A Seller wanting to sell a Digital Asset can only do so if they have an Account and are in possession of a District (either as an Owner or a Tenant) which is presently Open. The Seller must connect a Third Party Wallet containing the Digital Assets they wish to list for sale and then may create an offer to sell a Digital Asset for a particular price (Sale Price), set in Digital Currency (Listing).

5.2 Upon the sale of a Digital Asset in a Listing:

A transaction fee may be triggered for the Sale Price in respect of any royalty or other fee included within the Digital Asset code and that fee will be transferred by the protocol to the destination wallet programmed in that Digital Asset;
An RFOX Fee may be added to the Sale Price in consideration for the provision of the RFOX VALT and Marketplace Services (Service Fee).

5.3 The Sale Price will include any Royalty Fee and Service Fee when displayed to a Buyer (Purchase Price).

5.4 We do not include any Taxes in the Sales Fee. The Seller must ensure that they include any appliable Taxes when setting the Sale Price of the Listing.

5.5 The Listing will automatically populate the details of the Digital Asset based on the Digital Asset’s unique identifier.

5.6 Once the Digital Asset has been sold it will be automatically transferred to the Buyer by a protocol over which we have no control and the Seller will no longer hold that Digital Asset.

5.7 As a Seller, you agree:

that you are legally entitled to, and capable of, selling the Digital Asset described in any Listing in Your Jurisdiction;
you are responsible for complying with all laws, rules and regulations which apply to selling the Digital Assets in your Listings in Your Jurisdiction;
you have all rights to each Digital Asset that you put in a Listing;
to conduct the operations of your District in a manner which is honest, fair and ethical;
that you will abide by any directions set by Quartermasters (or if you are a Tennant, a Seller) in respect of your District and any Conduct Rules we publish from time to time in respect of the conduct or operation of a District;
not to engage in any illegal activity, including but not limited to the sale of stolen or counterfeit assets or wash trading;
that we may at any time and for any reason remove, suspend or block a Listing from RFOX VALT without prior notice to you.

5.8 Upon a sale being made, you agree that the Purchase Price, less any Royalty Fee and Service Fees (the Net Sales Proceeds) should be recorded within your Digital Wallet. The deposit of Net Sales Proceeds will normally appear in your Digital Wallet within a short period of time of the Buyer making a purchase, but may be delayed due to factors beyond our control, including network congestion, Force Majeure Events and delays caused by Third Party Inputs.

5.9 You agree that if we, or a Quartermaster (or if you are a Tennant, a Seller), believes that a transaction is fraudulent, invalid, suspicious or breaches applicable law or these Terms that your District may be subject to a Breach Notice under the Conduct Rules.

6. Buyers

6.1 Once a Buyer has connected their Third Party Wallet, they may purchase Digital Assets from Sellers in a Listing as displayed on RFOX VALT. Any purchase made through RFOX VALT is an offer by the Buyer to purchase a particular Digital Asset from the Seller for the Purchase Price as set out in the Listing, at the time the Buyer makes the purchase.

6.2 It is the Buyer’s responsibility to check the purchase details, including the selected Digital Asset and Purchase Price, before making a purchase through RFOX VALT.

6.3 When the Buyer selects a Digital Asset to purchase and pays on RFOX VALT, the offer is deemed accepted by the Seller and results in a separate binding agreement between the Buyer and Seller for the supply of the Digital Asset in accordance with these Terms. Once the payment by the Buyer has been processed by the applicable Smart Contract, the Digital Asset should appear in the Buyer’s Third Party Wallet.

6.4 You agree to pay the Purchase Price at the time you make a purchase.

6.5 You must pay the Purchase Price using the nominated Digital Currency in the Listing. You must ensure that your Digital Wallet has sufficient funds to pay the Purchase Price or the purchase will not be processed. Gas fees may be applicable to the transaction. You can only make a purchase using RFOX VALT if your total Digital Currency balance is greater than the cost of the proposed purchase, inclusive of any gas fees which may apply.

6.6 You must not pay, or attempt to pay, the Purchase Price by fraudulent or unlawful means. In the absence of fraud or mistake, all payments made are final.

6.7 You agree that we may refuse to process any purchase if we believe that a transaction is fraudulent, invalid, suspicious or breaches applicable law or these Terms.

6.8 Title to Digital Assets will remain with the Seller until the Buyer has paid the Purchase Price in full and the blockchain record of the Digital Asset ownership has been updated. From the time the order is placed until title in the Digital Asset passes, the Buyer must not do anything which seeks to create an encumbrance, lien, charge, or other interest over the Digital Asset.

6.9 Risk in the Digital Asset will pass to the Buyer as soon as it is recorded as being in the Buyer’s Digital Wallet. Once risk in the Digital Asset passes, the Buyer will be solely responsible for it.

7. Refunds

7.1 As a Buyer, you are not entitled to return Digital Assets or receive a refund for change of mind or other circumstances.

7.2 Certain legislation, may confer you with rights, warranties, guarantees and remedies relating to the sale of Digital Assets by Sellers and to the provision of RFOX VALT by us to you which cannot be excluded, restricted or modified (Statutory Rights). Our liability for death or personal injury arising from our negligence or for any condition, warranty, right or liability implied in these Terms by law may not be able to be excluded under Statutory Rights.

7.3 Any refund or other right you may seek in relation to the purchase of a Digital Asset should be directed to the Seller only and not to us.

7.4 If Statutory Rights apply to you as a consumer, nothing in these Terms excludes your Statutory Rights. You agree that our Liability for RFOX VALT services being provided to a person or an entity defined as a consumer and entitled to those Statutory Rights is governed solely by these Terms and those Statutory Rights only.

7.5 Subject to your Statutory Rights and to the maximum extend permitted by law, we exclude all express and implied warranties, and you acknowledge that all material, work and services (including the provision of RFOX VALT and the Marketplace Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.

7.6 As a Buyer, the Digital Assets provided by a Seller may also confer on your certain rights, warranties, guarantees and remedies by the Seller under Statutory Rights.

8. Communication

8.1 We may contact you via RFOX VALT using notifications within RFOX VALT, or via other communication channels, including emails which you have provided in connection with your Account in accordance with our Privacy Policy.

9. Intellectual Property and Content

9.1 We may allow you to, on or through RFOX VALT:

post material featuring your Digital Assets, provide feedback or comments (User Content); and
access and view User Content and the content and information we make available on RFOX VALT (Our Content),

(together, the Content).

9.2 Sellers may post content to their District (Seller Content) and by doing so grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable license to use and access the Seller Content within RFOX VALT. The Seller owns or licenses all rights, title and interest (including all Intellectual Property Rights relating to the Seller Content) in the Seller Content, subject to any license granted in respect of any Digital Assets the subject of a Listing by the Seller.

9.3 We do not have pre-approval of any Seller Content and each Seller is solely responsible for their Seller Content.

9.4 Unless otherwise indicated, we own or license all rights, title and interest (including all Intellectual Property Rights) in RFOX VALT, the Marketplace Services and all of the Content. Your use of RFOX VALT, Marketplace Services and your use of and access to any Content does not grant or transfer to you any rights, title or interest in relation to RFOX VALT, Marketplace Services or the Content.

9.5 You must not, without our prior written consent or the prior written consent owner of the Content (as applicable) or except as expressly permitted by these Terms:

copy or use any Content, in whole or in part;
reproduce, retransmit, distribute, disseminate, reverse engineer, sell, publish or broadcast any Content designated as paid, exclusive or non-shareable content to any third party; or
breach any Intellectual Property Rights connected with RFOX VALT or Marketplace Services, including by altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website, or creating derivative works (including Non-Fungible Tokens) from the Content.

9.6 Subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use RFOX VALT and Marketplace Services, and access and view any Content for your personal use, and any other purpose contemplated by these Terms, in accordance with these Terms. All other uses are prohibited without our prior written consent.

9.7 You grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty free, sub-licensable and transferable right and license to use, view, distribute, communicate, copy, store, modify and exploit in any manner the User Content to provide RFOX VALT and Marketplace Services and to promote RFOX VALT and Marketplace Services in any media, marketing or promotional material.

9.8 You agree that you are solely responsible for all User Content that you make available on or through RFOX VALT.

9.9 You represent and warrant that:

you are either the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases that are necessary to grant to us the rights in such User Content as contemplated by these Terms; and
neither the User Content, nor the posting, uploading, publication, sending or receiving of the User Content or our use of the User Content on, through or by means of RFOX VALT or Marketplace Services will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

9.10 Despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us and hold us harmless in respect of any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with the User Content which you make available on or through RFOX VALT, including as a result of an Intellectual Property Breach.

9.11 The Content is not comprehensive and is for general information purposes only. It does not take into account your specific needs, objectives or circumstances, and is not advice, including financial or investment advice. While we will use reasonable attempts to ensure that the Content is accurate and completen, to the extent we are permitted by law we make no representation or warranty regarding the Content. The Content may be subject to change without notice. We do not undertake to keep the Content up-to-date and we are not liable if any Content on RFOX VALT is inaccurate or out-of-date.

10. Notice and Procedure to make a claim for infringement

10.1 If you believe that your Intellectual Property Rights (defined below) or the Intellectual Property Rights of a person who you represent have been infringed, you should contact that party directly. You may also contact us and the Seller or Quartermaster responsible for the Quarter where the District in which the infringement you believe has occurred. In doing so you should provide the following information:

evidence of the ownership of the Intellectual Property Rights and your authorization to act on their behalf;
a description of the Intellectual Property Breach you say has occurred;
a statement that you have a good faith belief that the use is not authorised by the owner of the Intellectual Property Rights; and
a sworn statement, under penalty of perjury, that the information provided is accurate and that you are either the Intellectual Property owner (or licensee) or are authorised to act on the owner’s behalf.

10.2 We, or a Quartermaster (or if you are a Tennant, a Seller), may take steps to suspect or discipline a District or seek to request the removal of infringing Seller Content or Content to make it inaccessible via RFOX VALT, however the infringing material may still be accessible through other means.

11. Links

11.1 RFOX VALT may contain links to linked services. Those links are provided for convenience only and may not remain current or be updated by us or any Quartermasters.

11.2 We are not responsible for the content or privacy policies or practices of persons or companies associated with linked services. We will not be liable to you or any other person for any loss or cost arising in respect of use or access to linked services. When you access any linked services you do so entirely at your own risk.

11.3 Linked services should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked services, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.

12. Warranties

12.1 You represent, warrant and agree that:

you will not use RFOX VALT, including the Content, in any way that competes with our business;
there are no legal restrictions preventing you from entering into these Terms;
your access to RFOX VALT is not illegal or prohibited by laws which apply to you in Your Jurisdiction;
all information and documentation that you provide to us in connection with these Terms is true, correct and complete;
you understand that the price of Digital Assets is volatile, and there are risks associated with purchasing Digital Assets including but not limited to, the risk of purchasing counterfeit assets, mislabeled assets, assets that are vulnerable to metadata decay, assets on Smart Contracts with bugs, and assets that may become untransferable, and by using RFOX VALT you acknowledge and accept such risks;
you have not relied on any representations or warranties made by us in relation to RFOX VALT (including as to whether RFOX VALT is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
you have independently satisfied yourself in respect of all matters in connection with these Terms; and
you will be responsible for the use of any part of RFOX VALT, and you must ensure that no person uses any part of RFOX VALT:
to break any Applicable Law;
to engage in money laundering, terrorist financing or wash trading;
to infringe any person’s rights, including Intellectual Property Rights;
to transmit, publish or communicate material that is a hate crime, defamatory, offensive, abusive, indecent, menacing or unwanted;
to develop, utilize, or disseminate any software or interact with RFOX VALT in any manner, that could harm, or impair it;
by any robot, trading bot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access RFOX VALT, to extract data or otherwise interfere with or modify the rendering of Platform or functionality; or
in any way that damages, interferes with or interrupts the supply of RFOX VALT.

13. Exclusions to liability

13.1 Despite anything to the contrary, to the maximum extent permitted by law, we and our Personnel will not be liable for, and you waive and release us and all of our Personnel from and against, any Liability caused or contributed to by, arising from or connected with:

your or your Personnel’s acts or omissions;
loss of, or damage to, any property (including Digital Assets and Digital currency) or any injury or loss to any person;
any use or application of the Marketplace Services by a person or entity other than you, or other than as reasonably contemplated by these Terms;
any aspect of the Buyer and Seller interaction including the Digital Items offered by the Seller;
any Digital Assets containing viruses or other harmful components;
any works, services, goods, materials or items which do not form part of the Marketplace Services (as expressed in these Terms), or which have not been provided by us, including descriptions of any Digital Assets pulled from third party sources;
any tax liability you incur as a resulting of buying or selling Digital Assets on RFOX VALT;
your Computing Environment;
any third parties or any goods and services provided by third parties, end users or suppliers, providers or other subcontractors which the provision of RFOX VALT may be contingent on, or impacted by;
the Marketplace Services being unavailable, or any delay in us providing the Marketplace Services to you, for whatever reason; and/or
any event outside of our reasonable control (including security breaches as a result of cyber-attacks, electronic or technological failures, upgrades, forks or changes to any underlying blockchain based standards or systems which the RFOX VALT interfaces with, registration errors or for any other reason, including a Force Majeure Event).

14. Limitations on liability

14.1 Despite anything to the contrary, to the maximum extent permitted by law:

we provide RFOX VALT on an “as is” basis and make no representation for any functionality of the RFOX VALT performing in any particular way or that the RFOX VALT will remain free from errors or viruses or will remain accessible and available to access;
we make no warranties or representatives of any kind whether express or implied in respect of title, non-infringement, merchantability or fitness for purpose;
we and our Personnel will not be liable for Consequential Loss howsoever arising;
each Party’s liability for any Liability arising in connection with the use of RFOX VALT will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of that Party’s Personnel), including a failure to mitigate; and
our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Marketplace Services to you or, in our sole discretion, to us repaying you the amount of the Service Fees paid by you to us in respect of the supply of the Marketplace Services to which the Liability relates, or where there are no Service Fees paid, USD$100;
regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of RFOX VALT must be filed within one (1) year after such claim or cause or action arises or it is otherwise forever forgive, released and barred and this clause may be pleaded as a complete defense to such a claim.

14.2 You are solely responsible for ensuring whether RFOX VALT is suitable for any particular use or for your specific circumstances.

14.3 You acknowledge and agree that we have made RFOX VALT available to you and has entered into these Terms with you in reliance upon the disclaimers and limitations of liability set out in these Terms which you agree represent a fair and reasonable application and allocation of risk between the parties and are essential to the agreement between you and us.

15. Indemnity

15.1 It is an essential condition of these Terms that you release and indemnity, defend and hold harmless us and our Personnel from any Liability arising from your use of RFOX VALT in any way, your breach of these Terms or in respect of any of your acts or omissions when using RFOX VALT or the Marketplace Services.

15.2 We reserve the right, at our cost, to assume exclusive defense and control of any matter otherwise subject fo indemnification by you and in that case you agree to cooperate with us in relation to the defense of that matter.

15.3 You agree to reimburse us for any Taxes which arise in connection with your ownership of Digital Assets or activities on RFOX VALT which we are found to be liable to pay (always excluding tax on our net income).

16. Termination

16.1 If at any time you do not agree to these Terms, you should immediately cease using RFOX VALT. If you are a Seller, before you cease using RFOX VALT, you should remove any Listings from RFOX VALT. If you do not remove your Listings, then Buyers may still purchase Digital Assets from you despite you ceasing to use RFOX VALT.

16.2 We may suspend your access to RFOX VALT or terminate these Terms immediately on written notice to you, including by blocking your ability to trade Digital Assets on RFOX VALT, if:

at any time, we discontinue RFOX VALT, in whole or in part;
you are a Seller and a Quartermaster considers you have breached the Conduct Rules;
you are a Tenant and you have failed to make any payment of rent required by the owner of the SHOP;
you (or any of your Personnel) breach any provision of these Terms or we reasonably suspect that you (or any of your Personnel) have breached any provision of these Terms;
there is any reason outside our control which has the effect of compromising our ability to provide the Marketplace Services, including a Force Majeure Event; or
you are unable to pay your debts as they fall due.

16.3 These Terms will terminate immediately upon written notice by you, if we:

are in breach of a material term of these Terms, and that breach has not been remedied within 10 business days of being notified by you; or
are unable to pay our debts as they fall due.

16.4 Upon expiry or termination of these Terms:

we will cease providing the Marketplace Services and RFOX VALT to you; and
any live Listings of yours will automatically be removed.

16.5 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

17. Binding Arbitration and Class Action Waiver

17.1 YOU SHOULD READ THE FOLLOWING SECTION CAREFULLY AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS INCLUDING FILING ANY LAWSUIT AGAINST US

17.2 If a dispute arises in connection with your use of RFOX VALT or between you and a Seller, you agree to first engage in a good faith process to settle any dispute, claim, question, or disagreement by negotiations which shall be a condition to either party commencing legal proceedings or any arbitration (Informal Dispute Resolution).

17.3 If the parties are unable to reach an agreed outcome 30 days after the parties have commenced Informal Dispute Resolution, calculated from when a party provides the other with notice of the dispute, claim, question or details of disagreement, then eitehr party may initiate binding arbitration as the sole means to resolve that dispute, under the Rules of Arbitration of the International Chamber of Commerce, with the following applying:

The number of arbitrators shall be three (one nominated by each party and one nominated by the ICC);
The decision of the arbitrators shall be binding and enforceable against the parties and any judgment upon an award may be entered in any court having competent jurisdiction, subject to that judgment not containing any award excluded by these Terms or the limitations of liability in these Terms;
The seat or legal place of arbitration shall be Sydney, Australia;
The language of the arbitral proceedings shall be English and any documents submitted as evidence that are in another language must be accompanied by an English translation at the submitter’s cost;
The parties shall bear their own costs of the arbitration, including their own lawyer or attorney’s fees, and shall bear the arbitration fees (including any ICC fees and costs) equally;
For the purposes of costs, all claimants in a dispute shall be a single party;
All aspects of the arbitration shall be treated confidentially by the claimant and respondent and no fact, conduct or outcome of an arbitration shall be disclosed to non-parties or non-participants, except to the extent required by an Applicable Law or to recognize or enforce a final award or decision.

17.4 The parties agree that any arbitration shall be conducted in an individual capacity and not as a class or representative action and the parties expressly waive their right to file a class action or seek relief on a class action basis. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS PARTICIPANT IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDINGS. Should this class action waiver be found to be void or unenforceable or struck out, then the whole of this clause shall be deemed to be severed in its entirety.

17.5 You have the right to opt-out and not be bound by this clause set out above by sending a written notice to our nominated RFOX Email of your decision within 30 days of your first use of RFOX VALT, otherwise you shall be bound to conduct yourself in accordance with this clause.

17.6 Nothing in this clause will apply to legal proceedings:

to the extent those proceedings are seeking urgent interlocutory relief, including relief in respect of an Intellectual Property Breach; or
in respect of a claim brought in a small claims court.

18. General

18.1 Whole Agreement: These Terms, together with any Conduct Rules or other rules or conditions of participation which we may post via RFOX VALT constitute the entire agreement between us and you with respect to your access to RFOX VALT and supercede any prior agreements, oral or written, between you and us. These Terms take precedence, to the extent of any inconsistency, over any rules or conditions of participation we publish which are inconsistent with these Terms.

18.2 Assignment: You must not assign or deal with the whole or any part of your rights or obligations under these Terms without our prior written consent.

18.3 Disputes: Neither party may commence court proceedings relating to any dispute arising from, or in connection with, this Agreement without first meeting with the other party to seek (in good faith) to resolve that dispute (unless that party is seeking urgent interlocutory relief).

18.4 Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.

18.5 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control (including but not limited to epidemics, pandemics, and Government sanctioned restrictions and orders, whether known or unknown at the time of entering into these Terms) (Force Majeure Event).

18.6 Governing law: These Terms governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

18.7 Notices: Any notice given under these Terms must be in writing addressed to us at the address at the end of these Terms or to you at the address in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email (or, where the time of transmission is not on a business day, 9am on the next business day).

18.8 Online execution: Your agreement to these Terms and entry into any agreements in respect of a Listing will be evidenced online via RFOX VALT and blockchain records. The blockchain records of any transactions shall be deemed to be conclusive evidencve of any such agreement.

18.9 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship (except to the extent set out in the Payment clause as limited payment collection agent) between the Parties.

18.10 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.

18.11 Wavier: Any failure of us to enforce any right or part of these Terms does not constitute a waiver of that right or part of the Terms unless it is made expressly and in writing.

19. Definitions

Applicable Laws means all laws, regulations, legislation, orders, rules, codes, instruments, court decisions, and decrees which apply to you in Your Jurisdiction.

Buyer has the meaning set out in clause 1.2.

Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of Digital Assets, coins or digital tokens, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Digital Assets has the meaning set out in clause 1.2.

Digital Currency means cryptographically secured tokens, the ownership of which is secured by public private key pairs on a Blockchain network/protocol.

Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property including trademark, copyright, works of authorship, industrial designs or derivative works.

Informal Dispute Resolution has the meaning set out in clause 16.2.

Intellectual Property Breach means any breach or alleged breach (including by you or any of your Personnel) of any Intellectual Property Rights, or any breaches of third party rights including any Intellectual Property Rights of third parties.

Liability means any expense, cost, liability, loss, claim, damage, notice, entitlement, investigation, demand, proceeding or judgment (whether arising under statute, contract, equity, tort (including a claim for negligence), indemnity or otherwise), howsoever arising in connection with RFOX VALT, the Marketplace Services, including whether direct or indirect/consequential and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise, and including any Taxes which we may be found liable for in relation to transactions between Buyers and Sellers.

Party and Parties has the meaning set out in clause 1.1.

Personnel means, in respect of a Party, any of that Party and their affiliate’s directors, employees, contractors, subcontractors, consultants, shareholders, suppliers, or agents.

RFOX VALT has the meaning set out in clauses above.

RFOX Email means an email address that we will provide prior to MVP launch.

Seller has the meaning set out in clause 1.2.

District means a virtual store in the RFOX VALT environment, which represents a grant of an irrevocable, worldwide, sublicensable, transferrable, exclusive license to use, subject to any Conduct Rules, of a virtual location within the RFOX VALT and which may be sub-licensed by an owner or tenant to a further tenant from time-to time to operate that location to advertise the sale of Digital Assets.

District NFT means a non-fungible token representing the right to operate a SHOP within the RFOX VALT environment.

District Owner means a person who owns a Digital Asset representing a SHOP in RFOX VALT.

Smart Contract means a software program which resides on Blockchain nodes and which operates independently of RFOX VALT and which may process changes in the ownership of Digital Assets.

System means all hardware, software, networks and other IT systems used by you from time to time, including a network.

Taxes means any taxes, duties or assessments (except for taxes which apply to our net income) now or hereafter claimed or imposed by any government authority associated with your use of RFOX VALT (including taxes payable which may arise from your ownership or transfer of Digital Assets or any activity conducted by you within RFOX VALT).

Tenant means a person who has entered into an agreement or arrangement to lease a SHOP from a SHOP Owner.

Your Jurisdiction means the country or state in which you are located or from which you access RFOX VALT.

RFOX VALT TERMS OF USE

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