Red101 Terms & Conditions - Red101® 🇺🇸

Red101 USA Privacy Policy

These Terms of Service are effective as of 30 August 2024. The previous amendment to these Terms of Service was effective as of 30 August 2024.

General
1. These Terms of Service (“Terms”) are a binding legal agreement between you (“You,” “Your” or “User”) and RedCloud that govern your use of RedCloud’s website(s), applications for mobile devices, digital offerings, services and any other present or future services or offerings from RedCloud, and the Marketplace (defined below) (collectively, the “Platform”). These Terms may be amended or supplemented from time to time at RedCloud’s sole discretion. When used in these Terms, “RedCloud,” “we,” “us” or “our” refers to RedCloud Technologies Inc. and includes their successors and any person to whom rights have been assigned by RedCloud under these Terms. By using the Platform, you acknowledge that you are a human person of legal age with the legal capacity to enter into a contract and agree to comply with all provisions of these Terms.
2. THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND REDCLOUD ARE RESOLVED. IT ALSO INCLUDES AN AGREEMENT TO ARBITRATE THAT WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST REDCLOUD OR ITS AGENTS TO BINDING AND FINAL ARBITRATION UNLESS YOU CHOOSE TO OPT OUT OF ARBITRATION IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED HEREIN. BY ACCESSING OR USING THE PLATFORM, YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS OR RELIEF AGAINST REDCLOUD OR ITS AGENTS AS AN INDIVIDUAL PLAINTIFF (AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PROCEEDING).
About RedCloud
1. RedCloud owns and operates Red101usa.com (the “Marketplace” or “Platform”). On the Marketplace, Users who are brands (“Brands”) may offer their products for purchase by Users who are retailers (“Retailers”). RedCloud is not a party to any contracts for the sale of products between Brands and Retailers who use the Platform.
Platform Territory
1. The Platform is available in the United States of America and is intended to be accessed by Users established in the United States of America. The Platform is not available to Users established in any other jurisdiction. RedCloud makes no representation or warranty that the Platform or any of the products made available for purchase on the Platform are suitable or available for use, purchase, delivery or sale in any territory other than the United States of America.
Using the Platform
1. By using or accessing the Platform, you warrant and represent that you will comply with these Terms, all RedCloud policies and all applicable rules, regulations and laws (collectively, “Applicable Laws”), including, with respect to the sale, advertisement or purchase of products, all applicable (i) mandatory disclosure and reporting requirements; (ii) licenses you are required to obtain and/or maintain; (iii) product testing obligations and (iv) product labeling and packaging obligations. You will not:
  - use the Platform if you do not have the capacity to enter into a legally binding contract (including if you are not at least 18 years old) or are otherwise prohibited from using the Platform by Applicable Laws;
  - use the Platform if your access to the Platform is suspended or canceled by RedCloud;
  - violate or circumvent, attempt to violate or circumvent, or cause any third party to violate or circumvent any Applicable Laws, third-party rights or RedCloud policies or systems;
  - misappropriate or infringe upon the intellectual property rights that belong or are licensed to RedCloud or any other User or third party;
  - violate the rights of privacy or publicity of any third party;
  - engage in verbal or other conduct that is characterized as obscene, defamatory, threatening or constitutes harassment;
  - fail to pay for products purchased by you or fail to deliver products sold by you;
  - sell, advertise or purchase products, or use the Platform, without all permissions, authorizations, consents or permits required by a third party or Applicable Laws;
  - sell, advertise or purchase products that constitute “white label products,” including products produced by one company that are rebranded and sold under the name of another company;
  - sell, advertise or purchase products in violation of Applicable Laws;
  - sell or advertise products that a manufacturer or government authority has recalled if the sale of the product is prohibited by Applicable Laws or poses a health or safety hazard as specified by a government authority;
  - sell, advertise or purchase products that are counterfeit, fake or fraudulent;
  - sell or advertise products that are not in stock, unless the date when such products will be restocked is provided and RedCloud approves such sale or advertisement in writing;
  - influence, or attempt to influence, Users to purchase products sold on the Marketplace outside of the Marketplace or otherwise attempt to circumvent the payment of any fees owed to RedCloud;
  - allow any third party to access your Account without our consent;
  - share your Account (defined below) credentials with any third party;
  - collect, share or use information about Users without consent;
  - copy, distribute, reproduce or disclose any content originating on the Platform without RedCloud’s prior written consent;
  - publish any content to the Platform that is inappropriate or otherwise in violation of these Terms or our policies (including inaccurate, illegal, defamatory or libelous content);
  - interfere or attempt to interfere with the operation of the Platform;
  - alter, reproduce, adapt, distribute, display, publish, translate, reverse engineer, decompile or disassemble any aspect of the Platform or RedCloud IP (defined below), or otherwise attempt to derive source code or other trade secrets therein;
  - use the Platform to receive funds for drug trafficking, controlled or illegal substances, steroids or prescription drugs;
  - use the Platform to launder money derived from illegal activities;
  - provide false, inaccurate or misleading information to RedCloud or other Users;
  - send or receive potentially fraudulent, illegitimate or illegal funds;
  - refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;
  - attempt to take any action that results in unlawful enrichment;
  - attempt to access or use the Platform or any of its features from any jurisdiction where such access or use is prohibited; or
  - use other User’s information for marketing purposes without such User’s prior written consent.
2. If we believe that you have failed to comply with these Terms in any way, we may, without limiting any other remedies and in our sole discretion, restrict, suspend or permanently disable your access to and/or use of the Platform, remove content you post on the Platform, de-list products you offer for sale on the Marketplace, cancel your order(s) and take any other actions we deem necessary in response to such non-compliance. We will make commercially reasonable efforts to notify you of any such actions and provide a reason for such actions.
The Marketplace
1. The Marketplace is a B2B online shopping platform that allows transactions between Users who are brands and retailers for purchasing products online (including digital products), (the “Marketplace Services”). Transactions performed within the Marketplace are “business-to-business” and are not intended to connect Users with final consumers.
Accounts
1. To use the Platform, Users must register by creating an account on the Platform (an “Account”), choosing a username and password, and providing other information which may include your legal name, email address, mailing address, payment information and any other information that we may reasonably require. Users will access their Account by entering their username, phone number or email address and password. The Account is unique to you and may not be transferred. Users agree to maintain the confidentiality of their Account username, password and any other Account information, and immediately notify us of any unauthorized use of their Account.
2. RedCloud may use reasonable efforts to verify the identity of Users and information provided by Users to RedCloud, including the use of third-party services to verify such information. By using the Platform, you consent to RedCloud’s use of such third-party service providers to verify User information. RedCloud is not responsible for the accuracy of information it receives from Users. RedCloud reserves the right to request additional information to corroborate any information provided by Users and limit, suspend and/or permanently disable access to the Platform for Users whose information cannot be verified.
3. By using the Platform, you consent to RedCloud’s use of third-party service providers to perform any of the functions described in paragraph 6.2 above and any other services or functions of the Platform, and agree to any be bound to the terms and conditions of such third parties as necessary for the provision of the Marketplace Services. Your failure to accept and adhere to such third-party terms and conditions may result in your inability to use some or all of the Marketplace Services.
Marketplace Services
1. Brands must list products offered for sale on the Marketplace within the appropriate categories and provide accurate descriptions of the products. Product descriptions may include descriptive texts, graphics, photographs and other content relevant to such product.
2. Orders
  1. By using the Platform, you acknowledge that you are solely responsible for any products you advertise, sell on, or purchase from the Marketplace. Where you find or suspect that any product you have advertised or sold on the Marketplace is counterfeit, fake or otherwise fraudulent, you agree to immediately notify RedCloud at us-support@red101.com and remove such product and any content in relation to such product from the Marketplace.
  2. All product sales on the Marketplace are final unless otherwise provided on the Marketplace.
  3. Once a User has initiated a product order, the order will be forwarded to the Brand(s) of such product(s) for approval. A Brand or RedCloud may accept or reject an order in its sole discretion. Upon acceptance of an order, the Retailer will be notified of such acceptance by email. A Brand is required to accept or reject an order within five (5) days of receiving the order. If the Brand does not accept the order within 5 days of receipt, the order is deemed rejected. RedCloud reserves the right to suspend or block the account of a Brand who repeatedly rejects or fails to accept orders. Orders will be subject to the shipment and delivery conditions provided on the Marketplace.
  4. If a Retailer receives a damaged or defective product, the Retailer may make a claim for return or refund of such product in accordance with the Brand’s return or refund policy provided in the Marketplace. The decision to accept a return or refund of such product is at the sole discretion of the Brand. Except as otherwise provided herein, RedCloud is not responsible for any fees or costs associated with any return or refund of a product.
  5. Upon initiation of an order, the Retailer’s information will be shared with the Brand to enable fulfilment of such order.
  6. The Retailer will pay the price and applicable shipping and delivery costs of product orders. Upon receipt of payment, the Brand will issue a corresponding receipt to the Retailer.
  7. The form of payment for products purchased on the Marketplace may be any means enabled by the Marketplace and accepted by the Brand.
  8. Orders may be subject to additional conditions provided by Brands from time to time. RedCloud will not be liable for any aspect of an order except as otherwise provided in these Terms or the Marketplace.
  9. Payments on the Marketplace may be processed by a third-party provider selected by RedCloud to provide such services at RedCloud’s sole discretion. Where payments are processed by a third party, User information required to effect the payment will be provided to such third party. Further, the third party may have additional terms, conditions or fees (e.g., currency conversion fees or other card usage fees) to which Users are required to comply in order to process, make or receive payments on the Platform. By using the Platform, you consent to (i) RedCloud’s use of a third party to process your payments and/or accept payments on the Platform (including the sharing of your information with the third party to process such payment); (ii) comply with any additional terms and conditions of the third-party payment provider; and (iii) any additional payment terms and conditions provided in the Marketplace.
  10. Orders may be rejected and/or suspended in certain cases even after acceptance by the Brand, including (i) when the product ordered is not available; (ii) when RedCloud or the payment service provider does not authorize or accept payment for any reason whatsoever; (iii) when the Retailer or Brand does not adhere to these Terms; or (iv) any other reason determined by RedCloud in its sole discretion. In addition, in the event of a force majeure event or other limited circumstances, RedCloud and/or Brands reserve the right to cancel an order and/or apply exceptional terms and conditions. The Marketplace will provide the Retailer notice of cancellation and/or the application of exceptional terms and conditions as soon as possible after an order is placed. Brands will be independently and entirely responsible for the refund, cancellation and post-sale support of any products sold on the Marketplace unless otherwise provided herein.
3. Shipments
  1. The shipment and delivery of products sold on the Marketplace (the “Shipping Services”) will be provided by a third-party provider as available on the Marketplace. By completing an order on the Marketplace, you consent to your details being provided to a Shipping Services provider to the extent necessary to complete shipment and delivery of the products. Further, you agree to comply with any additional terms and conditions provided by the Shipping Services provider.
  2. Where the total retail price of all products purchased in a single accepted order, excluding any applicable taxes or fees (“Total Order”), equals $300 or more, RedCloud will pay for the costs of Shipping Services applicable to such Total Order. Where a Total Order equals less than $300, the Retailer will be responsible for the costs of the Shipping Services applicable to such Total Order. Total Orders will not be accepted unless they equal $100 or more.
  3. Where an order is not delivered to the Retailer or arrives damaged due to the fault of the Shipping Services provider, RedCloud will refund the portion of the order that is missing or damaged. In order to receive such a refund, you must provide us with evidence of the original order, payment for the damaged or missing products, damage or the failure to deliver and any other evidence we may require within forty-eight (48) hours of the date on which You received the damaged products and/or from the intended delivery date of the products. In all circumstances, whether the Shipping Services are paid for and provided by RedCloud or otherwise, Brands are responsible for providing the appropriate packaging for products and compliance with any terms or conditions of the Shipping Services provider.
4. RedCloud may charge Brands a commission-based fee for each order on the Platform, calculated based on the gross cost of the order and the terms of any separate agreement entered into between a Brand and RedCloud (the “Fee”). In addition to the Fee, Brands may be charged any other applicable state taxes. The Fee does not include any third-party payment processing fees such as Visa, Amex, etc.
Taxes
1. Users are solely responsible for remitting the correct tax to the appropriate taxing authority. Unless otherwise stated, the Fee does not include any value added tax or any other applicable taxes. Users agree to pay all applicable taxes to the relevant authorities. As required by a tax authority, RedCloud may make a withholding to cover such taxes and pay such taxes to the appropriate tax authority.
2. Retailers are required to upload their reseller tax exemption certificate to the Platform when creating and Account.
Intellectual Property
1. By using the Platform, you grant RedCloud a perpetual, irrevocable, worldwide, sublicensable, assignable, transferable, royalty-free license to use name, logos, trademarks, service marks and any other non-personal information or information you publish to Platform or otherwise provide to RedCloud to market/promote the availability of your products on the Marketplace, make your Products available for purchase on the Marketplace and promote RedCloud’s services generally by any means and on any medium.
2. By creating an Account, RedCloud grants to you a limited, revocable, royalty-free license (without the right to sublicense, transfer or assign such license) to use RedCloud’s name, logos, trademarks and service marks to promote the availability of your products on the Marketplace.
3. All title and intellectual property rights in and to the Platform and any content published on the Platform (including the Marketplace), RedCloud’s data, technology, name, logos, trademarks, service marks and any materials provided or made accessible to you by RedCloud (collectively, “RedCloud IP”), as between you and RedCloud, is owned exclusively by, or licensed to, RedCloud. Except as expressly set forth in these Terms, no ownership, license or other rights in or to RedCloud IP is granted to you, and all such licenses and rights are hereby expressly reserved for RedCloud, and your rights and licenses with respect to RedCloud IP will terminate concurrently with termination of your Account.
4. RedCloud does not own, control or have any responsibility or liability for any third-party software applications a User might choose to use on the Platform and/or in connection with the Services.
Disclaimer of Warranties; Limitation of Liability
1. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. To the extent permitted by Applicable Laws, we exclude all express or implied warranties including warranties of merchantability, fitness for a particular purpose and non-infringement.
2. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, (I) IN NO EVENT WILL REDCLOUD BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOSS OF GOODWILL OR PROFITS, OR OTHER INTANGIBLE LOSSES) (“INDIRECT DAMAGES”); AND (II) REDCLOUD’S LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED, IN THE AGGREGATE, 100% OF THE FEES PAID IN CONNECTION WITH THE ORDER THAT GAVE RISE TO THE DISPUTE.
3. To the extent that the foregoing disclaimers and limitations of liability in this Section 10 are not permitted by Applicable Laws, they will not apply to you.
Indemnification
1. You will indemnify and hold harmless RedCloud and its affiliates, and the members, shareholders, partners, managers, officers, directors, employees, attorneys, insurers, agents and representatives of each of the foregoing and their successors and assigns (collectively, the “Related Parties”) from and against any third-party claims, damage, liabilities, losses, costs and expenses, including outside attorneys’ fees and costs, (collectively, “Claims”) arising out of, or in connection with, (i) your breach or alleged breach of these Terms; (ii) your violation of Applicable Laws; (ii) the condition of your products or (iii) your acts or omissions.
2. RedCloud will indemnify you and hold you harmless from and against any Claims arising out of, or in connection with, a breach of these Terms by RedCloud.
3. If RedCloud is served with a demand or subpoena in connection with a Claim between you and a third party, RedCloud will reasonably cooperate with such demand or subpoena and assist with the investigation, prosecution and/or defense of any such Claim as reasonably requested by you, in each case, at your sole cost and expense (including for time incurred to comply and/or assist and costs).
Confidentiality
1. As used herein, “Conﬁdential Information” means all conﬁdential and proprietary information of RedCloud or its Related Parties disclosed to you, whether orally or in writing, that is designated as conﬁdential or that reasonably should be understood to be conﬁdential given the nature of the information and the circumstances of disclosure, including the terms and conditions of any other agreement you enter into with RedCloud, technology and technical information, business and marketing plans, business processes, trade secrets and client, supplier, corporate and financial information. You may not disclose Confidential Information to a third party or use Conﬁdential Information without RedCloud’s prior written consent unless disclosure to a third party is required by law, provided, however, that prior to disclosing any Confidential Information, you will notify RedCloud, and will cooperate with RedCloud to lawfully limit such disclosure and/or obtain protective appropriate protective orders with respect to such portions of such Confidential Information as is the subject of any such required disclosure. You agree to protect the conﬁdentiality of the Conﬁdential Information in the same manner that you protect the conﬁdentiality of your own proprietary and conﬁdential information, but in no event less than reasonable care in protecting such Conﬁdential Information. Confidential Information will be returned to RedCloud (if not maintained electronically) or destroyed (if maintained electronically) upon RedCloud’s written request.
2. You are prohibited from obtaining Confidential Information by means of Reverse Engineering. “Reverse Engineering” means any actions, including observing, testing, examining and reassembling, with the aim of obtaining Confidential Information.
3. Your confidentiality obligations under these Terms will survive until the Confidential Information is no longer considered confidential, and Confidential Information that constitutes a trade secret will remain subject to the confidential obligations herein for so long as it constitutes a trade secret under applicable trade secret law.
Termination
1. RedCloud or you may, at any time, terminate these Terms upon prior written notice to the other party. Such termination will result in the disablement of your Account and access to the Platform, provided that (i) such termination will not suspend or waive your obligations with respect to orders made or accepted by you prior to such termination; and (ii) RedCloud may maintain your Account after such notice of termination is delivered for to ensure fulfillment of any such obligations or any other reason reasonably determined by RedCloud in its sole discretion.
2. User will pay any amount it remains liable for following termination of these Terms within thirty (30) days of the date of an invoice delivered after such termination. Any amount not paid within such 30-day period will accrue interest monthly on the amount due at the rate of 1.5% or the maximum interest rate permitted by Applicable Laws, whichever is greater.
3. If a User is inactive on the Platform for more than 12 months, RedCloud may terminate such User’s account without any prior notice.
Dispute Resolution
1. These Terms will be interpreted and construed in accordance with the laws of the State of Delaware without regard to conﬂict of law principles that would require the application of the laws of another jurisdiction.
2. Agreement to Arbitrate: Any claim or dispute between you and RedCloud relating to these Terms (other than one in which injunctive relief is sought or this Agreement to Arbitrate is found by a court not to apply) will be settled by arbitration to be held in New York City, New York and administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The number of arbitrators shall be one. The language to be used in the arbitral proceedings shall be English. TO THE FULLEST EXTENT POSSIBLE, EACH PARTY WAIVES IN FULL THE RIGHT TO A TRIAL BY JURY IN REGARD TO ANY DISPUTES, CLAIMS, CAUSES OF ACTION, OBLIGATIONS, DAMAGES, COMPLAINTS, LITIGATION OR ANY MATTER WHATSOEVER AND OF ANY TYPE OR NATURE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, THAT THE PARTY MAY HAVE NOW OR IN THE FUTURE RELATING TO THIS AGREEMENT. However, nothing herein will in any way limit either party’s statutory rights and/or remedies, all of which are reserved and may be alleged in the arbitration process. The substantially prevailing party in any claim or dispute will be entitled to recover all costs, including its reasonable outside attorneys’ fees and costs, incurred in connection with such claim or dispute. Except as expressly provided herein, the remedies of the parties hereunder are non-exclusive and are in addition to any other rights and remedies provided by law.
3. IF YOU ARE A NEW USER OF THE PLATFORM, YOU CAN CHOOSE TO REJECT THE AGREEMENT TO ARBITRATE (“OPT-OUT”) BY MAILING US A WRITTEN OPT-OUT NOTICE (“OPT-OUT NOTICE”). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN THIRTY (30) DAYS AFTER YOU ACCESS THE PLATFORM FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO 1209 ORANGE ST. WILMINGTON, NEW CASTLE, 19801, DELAWARE.
4. If you opt-out of the Agreement to Arbitrate, or if the Agreement to Arbitrate is found not to apply to your claim or dispute, you agree that any claim or dispute between you and RedCloud will be resolved exclusively by a state or federal court located in Wilmington, Delaware. You and RedCloud agree to submit exclusively to the personal jurisdiction of the courts located in Wilmington, Delaware for purposes of litigating all such claims or disputes other than claims or disputes arising under the Agreement to Arbitrate.
5. You acknowledge that your breach of your obligations with respect to RedCloud IP or Confidential Information will cause RedCloud and/or its Related Parties substantial and irreparable harm, the amount of which may be difficult to measure, and therefore, in the event of any such breach or anticipated breach, in addition to such other remedies that may be available, RedCloud will have the right to injunctive relief, without posting bond or other security therefor or demonstrating irreparable harm. You agree that there is no adequate remedy at law for your breach of your obligations with respect to RedCloud IP or Confidential Information and hereby waive as a defense to injunctive relief that there is an adequate remedy at law.
General Provisions
1. All notices to RedCloud required under these Terms will be made by e-mail to contract-notices@redcloudtechnology.com and must include an accurate description of the purpose of such notice as reasonably determined by RedCloud in its sole discretion.
2. You agree that you are the owner of the mobile device, phone numbers and email addresses (and any other relevant device or account) you have registered to your Account, and you agree that you will inform us immediately by emailing us at us-support@red101.com if you change your phone number or email address that is registered to your Account.
3. RedCloud reserves the right to modify, amend or update the Terms at any time in its sole discretion. Modifications will be posted on the Platform and will become effective on the day immediately following the day of posting. RedCloud will communicate such modifications to Users through the publication of an amended version of the Terms on the Platform. Any User who does not agree with the modifications made may immediately request the cancellation of the Account and must refrain from using the Platform. In the event that any User continues to use the Platform, such User will be deemed to have accepted the modified, amended or updated Terms.
4. In the event that any provision of these Terms is declared void or unenforceable by any court of competent jurisdiction, such declaration will have no effect on the remaining provisions of these Terms. Such void or unenforceable provision will be replaced with a valid and enforceable provision that comes as close as possible to the desired economic effect of such void or unenforceable.
5. These Terms, RedCloud’s Privacy Policy, any other agreements you enter into with RedCloud and any other RedCloud policies to which you are bound (by use of the Platform or otherwise) represent the entire agreement between you and RedCloud with respect to your use of the Platform and any other services provided by RedCloud, and supersede any prior, parallel, oral or written proposals or representations between you and RedCloud. To the extent that any other agreements you enter into with RedCloud and/or any other RedCloud policies to which you are bound conflict with these Terms, these Terms will apply and supersede unless expressly agreed upon by RedCloud in writing.
6. All provisions that by their nature will remain in effect following termination of these Terms, will do so following termination of these Terms. The waiver of any specific provision by RedCloud, or the failure to act or take action against you in the event of your breach of these Terms, will not be deemed as a waiver of such breach, or a consent, acquiescence or waiver of any later breach or provision, whether of the same or a different character.
7. As used in these Terms, the words “include” and “including,” and variations thereof will not be deemed to be terms of limitation, but instead will be deemed to be followed by the words “without limitation.” Whenever the singular number is used in these Terms and when required by the context, the same will include the plural and vice versa.
8. You may not assign, transfer, delegate or dispose of the rights or obligations under these Terms, in whole or in part, without RedCloud’s prior written consent. RedCloud may freely assign, transfer, delegate or dispose of its rights or obligations under these Terms without your prior written consent.
9. These Terms will bind and inure to the benefit of the Parties and their permitted successors and permitted assigns. Nothing expressed or referred to in these Terms will be construed to give any person or entity other than the Parties and, to the extent set forth herein, their respective permitted successors and permitted assigns) any legal or equitable right, remedy, or claim under or concerning these Terms or any provision hereof.
10. Brands are third parties unrelated and independent from RedCloud. They are not affiliated with RedCloud. They sell or resell the Products in their own name and bear the entire entrepreneurial risk of their activity on the Marketplace and the risk of insolvency of the Retailers of any of their products. RedCloud makes no representation or warranty as to the operation and performance of the Brand, as to the performance of any obligations assumed by the Retailers to third parties (including Brands) or as to any obligations assumed by such third parties to Retailers in connection with any sale or purchase of products made on the Marketplace and/or any payments made thereon.
11. User’s acceptance of these Terms and any use of the Platform by a User does not create, and will not be construed to create, any partnership, joint venture, employment, agency, distributorship, franchise or agency relationship between the User and RedCloud.
12. RedCloud is committed to respecting the human rights of people and their employees, avoiding discrimination, harassment, abuse or intimidation in any of its forms, in relation to: age, language or origin; nationality or race; marital status, gender, pregnancy; diseases; ideas, opinions or free expression; political or sexual preferences; religion, decent working conditions; social or economic condition; special physical capabilities and any other circumstance that violates the diversity, freedom or dignity of people. In the event that a User becomes aware that the aforementioned principles are not being met by RedCloud or its Users, it may notify RedCloud with recommendations.
13. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Copyright Complaints
1. We respond to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act. If you believe that anything on the Platform infringes upon any copyright which you own or control you may file a notification of such infringement with our Designated Agent as set forth below.
  - Name of Agent Designated to receive notification of claimed infringement:
  - Full address of Designated Agent to which notification should be sent:
  - Telephone Number of Designated Agent:
  - Email Address of Designated Agent:
  Please see 17 U.S.C. §512(c)(3) for the general requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages including, but not limited to, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
Customer Service
1. If you have any questions about these Terms, or if you need help with the Platform or the Marketplace, we are here to help. You can contact us every day of the year by email at us-support@red101.com.