Last Updated: Feb 3, 2022

Welcome, and thank you for your interest in Redsip Inc. (“Redsip,” “we,” or “us”) and our event services available on our website at www.redsip.co (the “Event Service”). These Event Provider Terms of Service are a legally binding contract between you and Redsip regarding your use of the Event Service and form a part of, and are hereby incorporated into, the Redsip Terms of Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” PUBLISHING AN EVENT, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE EVENT SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE EVENT SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING REDSIP’S PRIVACY POLICY [link to privacy policy] (TOGETHER, THESE “ EVENT PROVIDER TERMS”). If you are not eligible, or do not agree to the Event Provider Terms, then you do not have our permission to use the Event Service. YOUR USE OF THE EVENT SERVICE, AND REDSIP’S PROVISION OF THE EVENT SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY REDSIP AND BY YOU TO BE BOUND BY THESE EVENT PROVIDER TERMS.

1.              Redsip Event Service Overview. The Event Service is an online marketplace for you to sell your wine-related events (tasting event, dinner event, and educational course etc.) (“Events”) both online or offline, paid or free, to our users (“Event Participants”). You may publish your Events on the Event Service, and potential Event Participants can browse, view, and buy tickets for the Events. These Event Provider Terms govern only your use of the Event Service to publish Events and do not apply to any Event Participants or your hosting of any Event. Redsip reserves the authority to reject or delete your Event at any time at its sole discretion.

2.              Eligibility. You must be at least 21 years old and have an account with Redsip to use the Event Service. By agreeing to these Event Provider Terms, you represent and warrant to us that: (a) you are at least 21 years old; (b) you have not previously been suspended or removed from the Event Service; and (c) your registration and your use of the Event Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Event Provider Terms on your behalf represents and warrants that they have authority to bind you to these Event Provider Terms and you agree to be bound by these Event Provider Terms.

3.              Event Information. When you publish an Event, you may be required to provide us with some information about you and your Event, such as your name and email address and the time and location of your Event. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times.

4.              General Payment Terms.

1.1           Pricing and Payment. You may set the price for your Events at your sole discretion. Redsip will collect payments from all Event Participants and retain the amount set forth at Redisp’s pricing and payment policies [Link], any taxes, and any other deductions authorized by these Event Provider Terms (collectively, “Retained Fees”). You agree that Redsip will be permitted to retain all Retained Fees from the amounts paid by Event Participants and you will not receive any portion of the Retained Fees. The remainder will be remitted to you in U.S. Dollars according to the payment information you provide to Redsip 5 days following the successful completion of your Event. If any bank account number you provide to us is inaccurate, you agree that we are still entitled to make payment to that account number, even if the bank account is not owned by you. You agree that we may rely solely on the bank account number you provide to us as the proper identification of your bank account, even if the bank account number identifies a different account from your account. You also agree to reimburse us for any losses or expenses we incur as a result of our reliance on any bank account number you provide to us.

4.2           Additional Fees. You agree that you will not charge any Event Participants any fee in addition to the amount paid for their ticket to attend any Event. For avoidance of doubt, the foregoing restriction does not apply to purchases made by an event Participant at an Event.

4.3           Taxes.  All fees are exclusive of any applicable taxes.  You agree to pay, indemnify and hold Redsip harmless from all sales, use, value added or other taxes of any nature, other than taxes on Redsip’s net income, including penalties and interest, and all government permit or license fees assessed upon or with respect to any fees. You agree that any such taxes may be retained by Redsip as part of the Retained Fees.

4.4           Refunds and Chargebacks. Redsip may choose to offer refunds for any Event in its sole discretion. No payments will be made to you with respect to any Event that is cancelled. Redsip may elect, but is not obligated, to issue full or partial payment to you for a cancelled event after a stated period for refund requests has concluded. If payments have already been settled to you for a cancelled Event, you will immediately refund to a payment address designated by Redsip all such payments upon cancellation of such Event for the purpose of effecting refunds. If a refunded amount or an amount subject to a chargeback has already been paid to you, you must remit to Redsip the amount of such refund or chargeback within 30 days of receiving notice of the refund or chargeback. Redsip will permitted to offset any amounts owed by you for refunds or chargebacks against any future payments to you.

5.              Prohibited Conduct. BY USING THE EVENT SERVICE, YOU AGREE NOT TO:

5.1           use the Event Service for any illegal purpose or in violation of any local, state, national, or international law;

5.2           harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Event Service;

5.3           violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

5.4           access, search, or otherwise use any portion of the Event Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Redsip;

5.5           interfere with security-related features of the Event Service, including by: (i) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Event Service except to the extent that the activity is expressly permitted by applicable law;

5.6           interfere with the operation of the Event Service or any user’s enjoyment of the Event Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Event Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Event Service;

5.7           perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Event Service account without permission;

5.8           promote or publish any Event which is illegal, unethical, or may otherwise harm the reputation of Redsip in any way; or

5.9           attempt to do any of the acts described in this Section 5 or assist or permit any person in engaging in any of the acts described in this Section 5.

6.              Modification of Terms. We may, from time to time, change these Event Provider Terms. Please check these Event Provider Terms periodically for changes. Revisions will be effective immediately provided, however, Events that were published prior to the change going into effect will continue to operate under the Event Provider Terms that were in effect at the time the Event was originally published. If you do not agree to the modified Event Provider Terms, then you should not publish any new Events. Except as expressly permitted in this Section 6, these Event Provider Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Event Provider Terms.

7.              Term and Termination

7.1           Term. These Event Provider Terms are effective beginning when you accept the Event Provider Terms, first publish your Event, or first download, install, access, or use the Event Service, and ending upon the completion of your Event unless earlier terminated as described in Section 7.2.

7.2           Termination. If you violate any provision of these Event Provider Terms, then your authorization to access the Event Service and these Event Provider Terms automatically terminate. In addition, Redsip may, at its sole discretion, terminate these Event Provider Terms or your account, remove your Event, or suspend or terminate your access to the Event Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such action. You may terminate your Event and these Event Provider Terms at any time contacting customer service at support@redsip.co.

7.3           Effect of Termination. Upon termination of these Event Provider Terms: (a) you will no longer be authorized to access your account or the Event Service; (b) you must pay Redsip any unpaid amount that was due prior to termination; and (c) all payment obligations accrued prior to termination and Sections 7.3, 8, 9, 10 and 11 will survive. If your account has been terminated for a breach of these Event Provider Terms, then you are prohibited from creating a new account on the Event Service using a different name, email address or other forms of account verification.

8.              Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Event Service and your hosting of all Events, and you will defend and indemnify Redsip, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Redsip Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Event Service; (2) your violation of any portion of these Event Provider Terms, any representation, warranty, or agreement referenced in these Event Provider Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (4) any disputes relating to your Events or arising between you and an Event Participant; or (5) any other dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

9.              Disclaimers; No Warranties by Redsip

9.1           THE EVENT SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE EVENT SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. REDSIP DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE EVENT SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE EVENT SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. REDSIP DOES NOT WARRANT THAT THE EVENT SERVICE OR ANY PORTION OF THE EVENT SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE EVENT SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND REDSIP DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

9.2           NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE EVENT SERVICE OR REDSIP ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE EVENT SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE REDSIP ENTITIES OR THE EVENT SERVICE THAT IS NOT EXPRESSLY STATED IN THESE EVENT PROVIDER TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE EVENT SERVICE AND YOUR DEALING WITH ANY OTHER EVENT SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE EVENT SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE EVENT SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. YOU AGREE THAT YOU ARE FULLY RESPONSIBLE FOR, AND REDSIP WILL NOT BE LIABLE FOR, THE EVENT ITSELF. YOU TAKE ALL RESPONSIBILITY FOR ENSURING THAT YOUR EVENT COMPLIES WITH APPLICABLE LAW, INCLUDING REQUIRING ALL EVENT PARTICIPANTS TO BE OF LEGAL AGE TO ATTEND ANY EVENT.

9.3           THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 9 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Redsip does not disclaim any warranty or other right that Redsip is prohibited from disclaiming under applicable law.

10.           Limitation of Liability

10.1        TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE REDSIP ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE EVENT SERVICE OR ANY MATERIALS OR CONTENT ON THE EVENT SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY REDSIP ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

10.2        TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE REDSIP ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE EVENT SERVICE OR OTHERWISE UNDER THESE EVENT PROVIDER TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO REDSIP FOR ACCESS TO AND USE OF THE EVENT SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (B) US$100.

10.3        EACH PROVISION OF THESE EVENT PROVIDER TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE EVENT PROVIDER TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE EVENT PROVIDER TERMS. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.           Miscellaneous

11.1        General Terms. These Event Provider Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Event Provider Terms, are the entire and exclusive understanding and agreement between you and Redsip regarding your use of the Event Service. You may not assign or transfer these Event Provider Terms or your rights under these Event Provider Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Event Provider Terms and all rights granted under these Event Provider Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Event Provider Terms, or any provision of these Event Provider Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Event Provider Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Event Provider Terms the use of the word “including” means “including but not limited to.” If any part of these Event Provider Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

11.2        Governing Law. These Event Provider Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Redsip submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for resolution of any lawsuit or court proceeding permitted under these Event Provider Terms. We operate the Event Service from our offices in California, and we make no representation that any materials included in the Event Service are appropriate or available for use in other locations.

11.3        Privacy Policy. Please read the Redsip Privacy Policy [link to privacy policy] (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Redsip Privacy Policy is incorporated by this reference into, and made a part of, these Event Provider Terms.

11.4        Additional Terms. Your use of the Event Service is subject to all additional terms, policies, rules, or guidelines applicable to the Event Service or certain features of the Event Service that we may post on or link to from the Event Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Event Provider Terms.

11.5        Consent to Electronic Communications. By using the Event Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

11.6        Contact Information. The Event Service is offered by Redsip Inc., located at 5805 Charlotte Drive, A-441, San Jose, CA 95123. You may contact us by sending correspondence to that address or by emailing us at support@redsip.co.

11.7        Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Event Service or to receive further information regarding use of the Event Service.

11.8        No Support. We are under no obligation to provide support for the Event Service. In instances where we may offer support, the support will be subject to published policies.

11.9        International Use. The Event Service is intended for visitors located within the United States and Hong Kong. We make no representation that the Event Service is appropriate or available for use outside of the United States or Hong Kong. Access to the Event Service from countries or territories or by individuals where such access is illegal is prohibited.

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