Welcome to https://app.redplatform.com/, a website (the “Website“) and set of services (collectively, “Service“) provided by RED USA LLC (“RED“, “we“, “our” or “us“). This Terms of Service Agreement (the “Agreement“) explains the terms and conditions (“Terms and Conditions“) by which you may access and use this Website. You must read this Agreement carefully. By accessing or using the Website, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to access or use the Website.
ARBITRATION NOTICE: This Agreement contains a mandatory arbitration clause (below) meaning that users agree to pursue any claims against RED before an arbitrator rather than a federal or state court.
BETA PROGRAM NOTICE: You understand and acknowledge that the Website, its features, and the data published on the Website is being provided as a limited beta program to test out early features of the Website and underlying code base (“Beta Program“) and is made available on an “AS IS” and “AS AVAILABLE” basis for the purpose of providing RED with feedback on the quality and usability of the Service. The Website and Service may contain errors or inaccuracies that could cause failures, corruption or loss of data — and/or errors, disruptions, or failures in transactions conducted on third-party services. RED strongly encourages you to back-up all data and information prior to using the Website or Service. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA OR FINANCIAL DAMAGE OR LOSS. In addition, RED is not obligated to provide any maintenance, technical, or other support for the Service. We may discontinue or change any service or feature of this Beta Program at any time without notice. We do not guarantee backward compatibility of our services or availability of past data.
The RED Website and Service promotes the use of renewable energy and allows users to compare energy services, switch services, and certify their renewable energy usage through various products, as well as to calculate and offset their carbon footprint using platform native algorithms and tokens. The Website and Service may include or make available certain original and third-party content (the “Content“). Content includes, without limitation: (1) availability, technical details, pricing information, and offers about energy products and services; (2) products and services related to renewable energy certification; (3) credits and tokens related to renewable energy usage and certification; (4) interactive tools and filters; (5) account management tools; (6)company names, logos, product and service names, trade names, trademarks and services marks (collectively, “Marks“) owned by RED; and (7) other information, services, or software.
As a visitor to this Website, you alone are responsible for determining whether any product or service mentioned herein is suitable for your personal purposes. The content on the site may not be applicable to you and/or your particular situation. Furthermore, this information may not be applicable in all countries. You should consult an attorney, tax, and/or financial professional for advice regarding your specific legal, financial or tax situation. RED is not responsible for any actions taken by you based on the information on this site. RED strives to present the most updated and correct information available, but the content presented may not necessarily be true (due to programming errors, changes in offers or electricity rates, or other reasons), may be superseded by changes in market conditions, and any applicable laws and government actions. If you choose to switch energy providers or obtain renewable-energy-related certificates through this or third-party sites or services, then those transactions are subject to entirely separate agreements and terms.
Acceptance of Terms and Conditions
You represent and warrant that: (a) you have full legal authority to enter into this Agreement; (b) you have read and understand this Agreement; and (c) you agree to this Agreement. If you do not have the legal authority to enter into this Agreement, please do not use this Website.
You may not use any of the Services and you may not accept this Agreement if you are not legally authorized to accept and be bound by these terms or are not at least 18 years of age and, in any event, of a legal capacity to form a binding contract with RED.
In other jurisdictions, such as the European Union, different or additional services and terms of service may apply.
Key Definitions and Roles
The Service offers information and services related to renewable energy usage. The Service, as currently constructed in the Beta Program, includes six key roles that you may engage in (described below). These labels and roles may change in the future and are subject to the User Guide. Under any of these roles, you acknowledge and accept that you are not acting as an employee, agent, or representative of RED.
The following terms (in alphabetical order) shall have the following meaning:
|“Application”||the mobile application / website allowing access to a trading platform of Green Tokens.|
|“Franchise User”||a User who acquires the RED V-LEC Franchise and the right to access and use certain functionalities of the Application, including the right to create a virtual organization and receive the related commission when its contacts to whom personalized offers have been submitted become Consumers through the Application.|
|“Commission”||means the funds or tokens granted by RED to the Franchise User. The commission has a parity of 1 MWh to 1 MWAT for each Franchise User. For example, a Franchise User who stakes 10.000 MWAT has the right to collect the commission for a maximum of 10.000 MWh / year from Consumer consumption.|
|“Consumer”||Means a user who agrees to change the supplier and concludes an agreement for the supply of electricity and/or natural gas with one of the Suppliers registered in the Application.|
|“ECF Fund”||Renewable energy community fund, namely a MWAT fund belonging to the community of users of the Application, where the total amount of staked MWAT can be visualized. This ECF Fund is automatically funded when the Users exercise their right for staking the tokens.|
|“Green Sustainability Certificate”||Is a way to demonstrate the degree of sustainability by supporting green energy producers and consumers, as well as the amount of CO2 avoided in the atmosphere. The Green Certificate of Sustainability is an ERC-721 non-fungible token and is issued at the request of GTK or REO-G holders.|
|“Green Tokens”||GTK and REO-G tokens, as defined herein, as well as other sustainability linked tokens that will be available in the future in the Application.|
|“GTK”||An ERC-20 fungible token having utility only in the Application that certifies on the blockchain the quantity of CO2 avoided in the atmosphere by eco-friendly actions such as production and consumption of energy from renewable sources.|
|“MWAT”||an ERC-20 fungible token having utility only in the Application as a virtual battery for Green Tokens storage and a conventional token for the acquisition of Green Tokens, as well as for other functionalities / rights in the Application.|
|“User”||A general user of the Service and the Application. The category of Users includes both the Normal Users (who created an account and registered in the Application), as well as the Verified Users (Traders) (who also completed the KYC requirements within the Application).|
|“Producer”||A User authorized as producer of renewable energy.|
|“RED V-LEC Franchise”||100% digital franchise using blockchain technology, having been assigned an ERC-721 non-fungible token, which gives the Franchise User the right to create a virtual organization and receive the related commission when its contacts to whom the personalized offers have been submitted become Consumers through the Application. The RED V-LEC Franchise will be purchased by the Franchise User for a certain territory by paying the cost of the respective franchise. A certain percentage of the cost paid will be returned to the Franchise User in the form of tokens blocked in his account (Staking).|
|“REO-G”||An ERC-721 non-fungible token having utility only in the Application that represent an origin certificate for the energy resulted from renewable sources.|
|“Reward System”||A facility that can be used by a User in order to register new participants in the Application as a result of actions of recommendation and promotion of the Application made by the User, which offers the possibility to the User to request a bonus / reward for each new participant registered in the Application as a result of its actions of recommendation and promotion.|
|“Staking”||The action of blocking into the Application account of a User a number of MWAT tokens for accessing various functionalities of the Application.|
|“Subscription Fee”||Means the amount of money owed by the Supplier to RED as the equivalent value of the license to use the Application, amounting to: an initial fee payable when becoming Supplier; and a monthly fee related to consumption/ sales volume / number of Consumers.|
|“Supplier”||means a corporate entity authorized as a supplier of electricity and/or natural gas, who obtains a license to use the Application.|
|“Supply Agreement”||means the agreement concluded between Consumer and Supplier, under mutually agreed conditions and without the involvement of RED.|
|“Validator”||means a user authorized by RED to evaluate and validate the Users’ claims to receive Green Tokens and / or to obtain a Green Sustainability Certificate.|
A Franchise User makes efforts, both through the Services and otherwise, to (i) find new users who are interested in changing their electricity or gas supplier; and (ii) to present to potential Consumers an offer containing certain data, information, characteristics, technical parameters. The Franchise User does not assume the obligation: (i) to draft the Supply Agreement that will be concluded between the Consumer and the Supplier; (ii) to guarantee the performance of the Supply Agreement between the parties; or (iii) to guarantee the financial condition or solvency of the Consumer for the Supplier.
RED will support Franchise Users by (i) paying them the Commission (as calculated in the Application) within 15 days from the date his contact became a Consumer, either directly to the bank account provided by the Franchise User (or in MWAT virtual currency, depending on the Franchise User’s choice); (ii) informing them of the conclusion of a Supply Agreement by one of the persons to whom he has sent a personalized offer, within 15 days from the date of its conclusion (in order to comply with the deadline of withdrawal from the Supply Agreement, if applicable). For the avoidance of any doubt, RED has no obligation to the Franchise User, including but not limited to, any obligation to pay the Commission, in case none of its contacts become a Consumer.
A Consumer receives a personal offer from Franchise Users, which you can accept, negotiate, compare or decline. Based on this link, you can create an account in this Application and accept one of the offers received. If you agree with the new offer, you will change the electricity and / or natural gas supplier with one of the Suppliers registered in the Application and you will conclude a Supply Agreement (which contains entirely separate terms and parties than these Terms of Service). The Consumer shall upload in the Application the documents requested by the Supplier. RED does not assume any obligation related to the conclusion of the Supply Agreement or its execution. By signing the Supply Agreement, the Consumer agrees that the Supplier may contact him by any available means.
The price, payment method and payment term shall be specified in each Supply Agreement. The Supplier shall issue to the Consumer an invoice for the delivered services and shall send it through the Application to the account created by the Consumer, the Consumer’s obligation being to provide all the information necessary for issuing the invoice in accordance with the legislation in force. For a correct communication of the invoice, the Consumer has the obligation to update its account data whenever necessary and to access the information and related documents existing in its account.
The Consumer acknowledges and accepts that: the Suppliers are independent from RED and RED bears no responsibility for the information or services they provide; RED is not and will not be a party to the contractual relationship between the Supplier and the Consumer; the Consumer has the option to choose between the Suppliers registered in the Application and any other suppliers on the market and acknowledges and accepts that RED is not responsible for the choice of the Consumer to contract with the Suppliers registered in the Application. The Consumer has the right to withdraw from the Supply Agreement under the terms of that Agreement. If the Consumer decides to withdraw from the Supply Agreement, he will complete a written request to that effect through the Application.
The Supplier will pay the Subscription Fee as follows: (i) for a license to use this Application, a fixed initial fee denominated in MWAT, subject to the approval of RED and the acceptance of this Agreement (ii) if and when RED approves a Supplier to utilize this Service, the Supplier will also pay to RED a commission from the total sales of energy and/or natural gas invoiced based on the Supply Agreements concluded with Consumers through the Application in the respective month. This monthly fee will be calculated as a percent of energy and natural gas sales values of the Supplier in the respective month and will be billed automatically by RED through the Application at the beginning of the next month.
Supplier represents and warrants RED as follows: (a) Supplier is a legally established company, lawfully operating under the applicable law and in accordance with its object of activity; (b) Supplier holds all the legal authorizations and licenses to produce renewable energy and all are valid; (c) Supplier has the power to conclude and execute this Agreement and has taken all the necessary measures to authorize the conclusion and execution thereof; (d) Supplier has the power to conclude and execute the Supply Agreements that are to be concluded with Consumers; (e) Supplier has taken and performed all necessary actions, conditions and acts in accordance with the applicable law, which legally allow him to undertake and exercise his rights, as well as to fulfill and comply with his obligations under this Agreement; (f) this Agreement is valid, legally binding, enforceable and admissible as evidence in court; (g) the conclusion and execution ofthis Agreement shall not be in conflict with: any applicable law or legal requirement; Supplier’s registration and operating documents; or any of Supplier’s binding agreements or contracts; (h) Supplier is not subject to any administrative litigation procedure which may threaten or restrict the exercise of any of its rights and obligations under this Agreement; (i) Supplier is not subject to any decisions, orders, decisions of the courts or of the governmental or regulatory authorities affecting its ability to perform its obligations under this Agreement.
During the contractual relationship, the Supplier will notify RED, as soon as possible, about: (a) any actual or suspected infringement by any third party of the intellectual property rights in connection with the license granted; (b) any threat, accusation or claim of infringement of the intellectual property rights of any third party with respect to Supplier’s use of the Application under the granted license; (c) any procedure initiated by any third party that questions the ownership, validity or registration of the Application; (each “IP Claim”). In the event that an IP Claim totally or partially affects the functionality of the Application, the Parties shall negotiate to what extent the Subscription Fee shall be reduced or if it is necessary to terminate this Agreement.
In your capacity as a User, you have access to a number of functionalities offered by the Application, with access to Green Tokens trading platform using MWAT tokens. MWAT tokens are digital tokens that do not represent securities, commodities, digital currency, payment instruments, or investment contracts. Please note that certain functionalities of the Application may be subject to other conditions and commissions in the future.
Reward system. Also, to the extent that the Application at some point includes a Reward System, you may request a bonus / reward for each new participant registered in the Application as a result of your actions to recommend and promote the Application. RED reserves the right (i) to decide whether and when to implement a Rewards System, the amount of the bonus / reward and the technical and financial conditions of operating the Rewards System, (ii) the right to change the terms of the Rewards System at any time, and (iii) to cease operating the Reward System at any time. Information about the Reward System, if available, will be provided in the Application.
Obtaining a Green Sustainability Certificate. For each request for a Green Sustainability Certificate, you must pay a fee in MWAT to validate your request and will lose from your account those Green Tokens (GTK or REO-G) related to the request. Each Green Token can be used only once in the Application to obtain the Green Sustainability Certificate. When issuing the Green Sustainability Certificate, a PDF document, a unique link and / or a QR code for the User will be generated. Each Green Sustainability Certificate will have a unique series and will contain, among other things, information about your carbon footprint, the number of related Green Tokens, the amount of CO2 avoided etc.
Possibility of Staking MWAT tokens. Staking represents the action of temporarily blocking / making unavailable in the account of a User a number of MWAT tokens, which allows in counterpart the access to certain functionalities of the Application. The standard Staking period is 12 months, during which the unavailable MWAT tokens cannot be unlocked. The standard period may be renewed at any time by additional 12 months. MWAT in Staking will be highlighted separately in the ECF Fund, as well as in the account of the User in the Application, together with the rights related to those MWAT, respectively: (i) Allocation of GTK storage space — each 1 MWAT in Staking allows 1,000 GTK to be stored in Participant’s account in the Application; (ii) Allocation of REO-G storage space — each 1 MWAT in Staking allows the storage of 1 REO-G in User’s account in the Application.
Use of the Application as Producer. Upon successful registration of the power plant, as Producer, you have the possibility to apply for Green Tokens based on your renewable energy production. You have two options to prove your energy production:
(a) Provide technical information about your energy production, as specified by RED. Please note that Green Tokens can be requested retroactively up to 12 months for plants that were in operation at that time. Each MWh represents 1 REO-G. 1 GTK represents the equivalent of 1 kg of CO2 (or other greenhouse gases) avoided to be issued into the atmosphere. After verifying the information entered and confirming their correctness by the Validator, your request will be validated and your GTK or REO-G will be automatically generated in the Producer account.
(b) Real-time monitoring of production, through RED Meter (or an equivalent monitoring system, for example a solar inverter connected to our Application Programming Interface), depending on the actual production of your plant, GTK or REO-G will be automatically generated in your Producer account.
Commissions payable by Producer. For each request, a MWAT validation fee shall be paid, calculated by a dynamic method by the Application for each request. The payment of the fee does not ensure the success of the validation, which in turn depends on the correctness of the provided data and on the designated Validators (which have the right to reject the validation).
Registration. If you are already a user of the Application as a Franchise User and want to become a Validator, you can do so by taking and passing a test, as designed, administered, and specified by RED. RED shall set the terms of the test and have the discretion to reject users who fail the test over a certain number of times or certain duration.
The use of the Application as a Validator. After the completion of the test and successful registration as a Validator, you have the opportunity to obtain a commission following the evaluation and validation of the following types of requests:
(a) Users’ requests to receive Green Tokens (GTK or REO-G) based on the production and / or consumption of energy from renewable sources.
As a Validator, you will have access to the information provided by the User in the claim, you will be able to request more details to certify the amount of energy produced / consumed and/or the amount of CO2 avoided in the atmosphere through environmentally friendly actions, and you will be able to select one of the following options:
- validating the claim, in which case the User shall receive the related Green Tokens;
- requesting clarifications and / or additional documents from the User; or
- rejecting the claim, in which case the rejection decision must be motivated.
For each request of Users to obtain Green Tokens, you will receive a commission in MWAT. Each Validator proposes its own individual fee for the region / territory covered by the respective Validator. The minimum validation fee is 1 MWAT, and the maximum validation fee is the MWAT value in Staking. The validation fee may be different for GTK than for REO-G.
(b) Users’ requests to obtain a Green Sustainability Certificate.
Obtaining this certificate is an option offered to Users, depending on the number of Green Tokens held. As a Validator, you will have access to the information regarding the Users’ Green Token number and you will be able to issue this Green Sustainability Certificate. For each request of Users to obtain a Green Sustainability Certificate, you will receive a commission in MWAT. Each Validator proposes its own individual fee for the region / territory covered by the respective Validator. The minimum validation fee is 1 MWAT, and the maximum validation fee is the MWAT value in Staking. Please note that the allocation of validation requests will be based on a competitive mechanism.
At the same time, RED will implement a penalty and control mechanism regarding Validators in order to identify potential false validations. In case of discovering false validations, RED will apply to the respective Validator a penalty consisting in blocking the account and/or the MWAT held in Staking. By accepting this Agreement, Validators declare that they accept the possibility of this penalty when RED discovers false validations and they will carry out his activity legally and professionally, so as not lead to false validations. At the same time, the Validator waives any claim to unlock the account and the staked MWAT, this prerogative belonging entirely to RED, which will not be held liable in any situation in relation to the decisions taken when discovering false validations.
Personal Data protection. RED may undertake various measures to redact and protect the personal data of all users. Additionally, a Validator shall only access and use any personal information on the Application and shall take measures to protect personal data against unauthorized or unlawful processing and against loss, destruction, damage, modification or disclosure. In addition to the disclaimers specified below, the Validator also expressly agrees to indemnify RED from any claims or liability related to the handling of personal data.
Disclaimer and Limitations of Liability
The Content and the Service are provided on an “as is” and “as available” basis. To the fullest extent permitted under applicable law, RED expressly disclaims all warranties of any kind with respect to the Content and the Service, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. RED does not guarantee the accuracy, timeliness, completeness or usefulness of any Content. You agree to use the Content and the Service only at your own risk.
Specifically, you agree that RED is not responsible for how you choose to use its Services or Content. For example, if the Service performs as designed and planned, but results in damage, loss, cost, missed opportunity, or tax liability, then you release RED from any and all claims and liability. Or if the Service malfunctions in some respect — including due to software error, execution error, downtime, or other vulnerability, and results in damage, loss, cost, missed opportunity, or tax liability — then you release RED from any and all claims and liability. Additionally, if you use the Service to engage in trading that turns out to be mis-timed, if the Service results an incorrect amount of trading, or if there are tax liabilities due to capital gains or other costs from third-party services or loans, then you agree that RED is not responsible, and you release us from any and all claims and liability.
RED does not explicitly or implicitly endorse or approve any Content, which is published and shared for informational purposes only.
RED WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF RED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OF OR THE INABILITY TO USE THE CONTENT OR THE SERVICE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (3) ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; OR (4) ANY OTHER MATTER RELATING TO THE CONTENT OR THE SERVICE.
No Recommendations or Investment Advice
RED does not make recommendations or offer investment advice of any kind. You are solely responsible for evaluating the merits and risks associated with the Service before making any decisions. You agree not to hold RED liable for any possible claim for damages arising from any decision you make based on the Service or Content. Past performance data should not be construed as indicative of future results.
Before undertaking any transaction or trading, you should consult a qualified financial professional. Please consider carefully whether such trading is suitable for you in light of your financial condition and ability to bear financial risks. Under no circumstances shall we be liable for any loss or damage you or anyone else incurs as a result of any trading or activity that you or anyone else engages in based on any information or material you receive through RED or our Website or Services.
You will indemnify and hold harmless RED and its officers, directors, agents, partners, employees, licensors, distributors, and representatives from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to your access and/or use of, or interaction with the Content, or any act, error, or omission of your use of your account or any user of your account, in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Service; or violation of any applicable law.
To the maximum extent permitted by the applicable law, RED’s total liability to any User in connection with the Application shall not exceed the amounts paid by the said User over the last three (3) months of usage.
Your participation in the Beta Program, which remains at the discretion of RED, is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use the Sites and Services for lawful purposes.
Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Services or other actions that RED, in its sole discretion, may elect to take. In no event will RED be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.
Your sole and exclusive remedy for any failure or non-performance of the Services, including any associated software or other materials supplied in connection with such services, shall be for RED to use commercially reasonable efforts to effectuate an adjustment or repair of the applicable service.
As part of the Beta Program, from time to time, RED may include new and/or updated pre-release features and trial Services for your use and which permit you to provide feedback. You understand RED is not obligated to provide you with any Beta features. Furthermore, if you decide to use the Beta features, you agree to abide by any rules or restrictions RED may place on them. You understand that once you use the Beta features, you may be unable to revert back to the earlier version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta feature back to the earlier version. The Beta features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption, or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta features is at your sole risk.
U.S. Residents Only
The Content and the Service are intended for United States residents only. They shall not be considered a solicitation to any person in any jurisdiction where such solicitation would be illegal. You may not use these services if you are an individual that is sanctioned by the Office of Foreign Assets Control (OFAC), or otherwise located in any country, region or jurisdiction sanctioned by OFAC or another U.S. agency.
For authentication purposes, each User shall be required to register an account, including a username and password, and undertake certain authentication measures as specified by RED. The User shall provide correct, complete, and updated information — and shall timely update RED for any subsequent changes. Each User may only have one account. The User may not authorize third persons to use their account. It is forbidden to assign or otherwise transfer the User’s account to another person without RED’s express written consent.
If you choose or have a user identification code, a password or any other information as part of our security procedures, you must treat this information as confidential and must not disclose it to other third parties.
We reserve the right to deactivate any user identification code or any password, whether chosen by or allocated to you, at any time, if in our opinion you have failed to comply with any of the provisions set forth under this Agreement. You agree to promptly inform us once you have identified any disclosure or unauthorized use of the identification code and/or password.
By agreeing to these terms you are allowing RED to retain and use your data, including your balance, withdrawals, and other transactional on and through the Service and Website. If you choose to conduct transactions through a third-party service or website connected to RED’s Service, then you allow RED to also retain, use, and/or aggregate that transactional data trading information as aggregate data on our application and website. Aggregated data may be presented to third parties and/or sorted by proprietary algorithms.
Moreover, you may have other rights under the California Consumer Privacy Act of 2018 (CCPA), as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General. Terms defined in the CCPA, including personal information and business purposes, carry the same meaning in this Section 2 of this Agreement.
Non-Professional Subscriber Status
By entering into this Agreement, you confirm the following:
- You will use Services on this Website solely for personal use, not for your business or any other entity.
- You are not registered or qualified with the U.S. Securities and Exchange Commission (SEC) or the Commodities Futures Trading Commission (CFTC).
- You are not registered or qualified with any securities agency, any securities exchange, association or regulatory body in any country.
- You do not perform any functions that are similar to those that require an individual to register or qualify with the SEC, the CFTC, any other securities agency, any securities exchange, or association or regulatory body, or any commodities or futures contract market, or association or regulatory body.
- You are not engaged as an investment advisor (as that term is defined in Section 202 (a) (11) of the Investment Advisor’s Act of 1940) or asset manager and you are not engaged to provide investment advice to any individual or entity.
- You are not subscribing to the Service in your capacity as a principal, officer, partner, employee, or agent of any business or on behalf of any other individual.
- You use your own capital, not provided by any other individual or entity in the conduct of your trading.
- You do not conduct trading for the benefit of a corporation, partnership, or other entity.
- You have not entered into any agreement to share the profit of your trading activities or receive compensation for your trading activities.
- You are not receiving office space, and equipment or other benefits in exchange for your trading or work as a financial consultant to any person, firm, or business entity.
You agree that you will not:
- Use any robot, spider, scraper, deep link, or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Services or any portion of the Services, without RED’s express written consent, which may be withheld in RED’s sole discretion;
- Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the services, other than the search engines and search agents available through the Services and other than generally available third-party web browsers (such as Google Chrome, Brave Browser, Microsoft Internet Explorer, or Safari);
- Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Services;
- Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services; or
- Attempt to gain unauthorized access to any portion of the Services.
Content that may be posted on the Service is published as of its stated date or, if no date is stated, the date of first posting. RED has not undertaken any duty to verify or update any such information.
RED does not prepare, edit, or endorse Third-Party Content. RED does not guarantee the accuracy, timeliness, completeness or usefulness of Third-Party Content, and is not responsible or liable for any content, advertising, products, or other materials on or available from third party sites.
You will not hold RED liable in any way for (a) any inaccuracy of, error or delay in, or omission of the Content; or (b) any loss or damage arising from or occasioned by (i) any error or delay in the transmission of such Content; (ii) interruption in any such Content due either to any negligent act or omission by any party to any “force majeure” (e.g., flood, extraordinary weather conditions, earthquake, epidemic, pandemic, public health crisis, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications or power failure, equipment or software malfunction), or (iii) to any other cause beyond the reasonable control of RED, or (iv) non-performance.
Any price data or orders placed via third-party services may be significantly delayed due to a variety of factors, including, but not limited to, Internet uptime, load-balancing, or other factors. RED makes no representations, warranties or other guarantees as to the accuracy or timeliness of any price data or other published data. RED does not make any representations, warranties, or other guarantees as to the present or future value or suitability of any sale, trade or other transaction involving any particular security or any other investment.
Content is provided exclusively for personal and noncommercial access and use. No part of the Service or Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without RED’s express prior written consent.
You acknowledge that RED is the sole owner of any RED-related trademark and that other Marks are the property of their respective owners. You agree that you will not use any Marks for any purpose without the prior express written consent of the respective owners. In addition, email addresses and other Personally Identifiable Information (“PII”) collected by RED may be shared amongst affiliated entities and used for distribution of additional product and service offerings.
By using the Service or the Content, you consent to any form of recording and retention of any communication, information, and data exchanged between you and RED or its representatives or agents.
All communications made at or through Comments should be considered public unless affirmatively designated as private. RED does not screen, review, approve, or endorse any third-party Content available on or through the Comments. Reliance on any third-party Content available on or through Comments is at your own risk. Without limitation, you agree not to do any of the following:
- upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (including, but not limited to, any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, discriminatory, or racially, ethnically or otherwise objectionable;
- harm minors in any way;
- impersonate any person or entity, including, but not limited to, a RED or Third-Party Provider manager, employee, agent, or representative;
- falsely state or otherwise misrepresent your affiliation with any person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any material;
- upload, post or otherwise transmit any material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
- upload, post, or transmit unsolicited commercial email or “SPAM,” including, but not limited to, unethical marketing, advertising, or any other practice that is in any way connected with SPAM, such as: (1) sending mass email to recipients who have not requested email from you or with a fake return address; (2) promoting a site, security, or other product or service with inappropriate links, titles, or descriptions; or (3) promoting any site, security, or other product or service by posting multiple Comments that are identical;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission and/or U.S. Commodity Futures Trading Commission, any rules of any national or other securities or commodities exchange, and any regulations having the force of law;
- “stalk” or otherwise harass another user;
- collect or store personal data about other users of the Service;
- promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty;
- promote, offer for sale, or sell any security or item, good or service that i) violates any applicable federal, state, or local law or regulation, ii) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or iii) RED determines, in its sole discretion, is inappropriate for sale;
- use the Service as a forwarding service to another website; or
- access or otherwise use the Service in any unlawful manner, for any unlawful purpose or in violation of these Terms and Conditions.
Please note that any funds or shares that may be deposited into your third-party account from promotions and referral programs consist of payment for services and are not a gift. By acknowledging this, you hereby agree to this term and condition and affirmatively agree to report the payment on your taxes as appropriate.
The communications between you and RED use electronic means, whether you use the Site or send us e-mails, or whether RED posts notices on the Site or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from RED in an electronic form; and (b) agree that all Terms and Conditions, agreements, notices, disclosures, and other communications that RED provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
RED may from time to time cause you to receive automatic alerts or notifications. Automatic alerts or notifications may be sent to you following certain changes to your account or information, such as a change in your Registration Information. Automatic alerts or notifications may also be sent to you as a feature of the Services. RED may add new alerts or notifications from time to time, or cease to provide certain alerts/notifications at any time upon its sole discretion. RED shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert or notification; for any errors in the content of an alert or notification; or for any actions taken or not taken by you or any third party in reliance on an alert or notification.
Electronic alerts and notifications may be sent to a User’s e-mail address or mobile number provided for the Services. If your e-mail address or your mobile number changes, you are responsible for informing us of that change. Alerts and notifications may also be sent to a mobile device that accepts text messages. Changes to your e-mail address and mobile number will apply to all of your alerts.
RED may provide links to other websites or resources. Because RED does not have any control over such sites and resources, you acknowledge and agree that RED is not responsible for the availability of such external sites or resources. RED does not endorse and is not liable for any content, advertising, products, or other materials on or available through such sites or resources. You further acknowledge and agree that RED shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
By submitting ideas, content, suggestions, documents, and/or proposals (“Contributions“) to RED, e.g., through the Beta Program, our contact or feedback webpages, e-mails, social media, or by any other means, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) RED is not under any obligation of confidentiality, expressed or implied, with respect to the Contributions; (c) RED shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) RED may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of RED, without any obligation of RED to you; and (f) you are not entitled to any compensation or reimbursement of any kind from RED under any circumstances.
Certain features of the Services may be provided without charge (that is, free). These features may not always be offered for free. Premium features may additionally be offered on a fee-for-service basis, or with a paid subscription, subject to additional terms which will be posted on the Site in connection with such features. Fees and rates are subject to change without notice. As the Beta Program evolves, RED reserves the right to add Terms and Conditions related to payment for services, cancellation of payment, trial periods, referral programs, and other bonuses.
You agree that, without notice, RED may terminate these Terms and Conditions, or suspend your access to the Service or the Content, with or without cause at any time and effective immediately. These Terms and Conditions will terminate immediately without notice from RED if you, in RED’s sole determination, fail to comply with any provision of these Terms and Conditions. RED shall not be liable to you or any third party for the termination or suspension of the Service or the Content, or any claims related to such termination or suspension. RED may discontinue or modify the Content, or any portion thereof, at any time. You release and agree to indemnify and hold harmless RED for any loss or damages arising from or relating to such discontinuation or modification.
By using the Service, you are consenting to have your personal data potentially transferred to and processed by RED and its affiliates. As part of providing you the Service, RED may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Service, which you may not be able to opt-out from receiving.
Revisions to these Terms
RED may at any time revise these Terms and Conditions by updating this document. You agree to be bound by subsequent revisions and agree to review these Terms and Conditions periodically for changes. The most updated version of this document will be available for your review under the “RED Terms and Conditions” link that appears on RED’s Website.
Applicable Law and Venue
You agree that these Terms and Conditions shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law. Any legal action or proceeding arising under these Terms and Conditions will be brought exclusively in courts located in Delaware, and you hereby irrevocably consent to the personal jurisdiction and venue therein. If any provision of these Terms and Conditions is deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of the remaining provisions.
Please read this section (“Arbitration Clause”) carefully. It is part of your agreement with RED and affects your rights.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Clause. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and RED in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND RED WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION CLAUSE MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Delaware law to all other matters. All issues are for the arbitrator to decide, including issues related to scope and enforceability of this arbitration provision. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: RED USA LLC, 1600 Wilson Blvd, Ste 820, Arlington, VA 22209. After the Notice is received, you and RED may attempt to resolve the claim or dispute informally. If you and RED do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding.
Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA’s rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.
Delaware law governs this Agreement without regard to its conflicts of laws provisions. This Arbitration Clause shall survive expiration, termination or rescission of this Agreement.
Copyright © 2021 RED USA LLC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
RED USA LLC
1600 Wilson Blvd, Ste 820
Arlington, VA 22209