Merchant Terms of Service

Last Updated: October 23, 2025
Effective Date: October 23, 2025

1. Agreement to Terms

By connecting your wallet and creating a merchant pool on Redio (“the Platform”), you (“Merchant”) agree to be bound by these Terms of Service. If you do not agree, do not use the Platform.

Redio provides technical infrastructure only - a smart contract system on Solana that automates commission payments. You are solely responsible for all legal compliance, affiliate management, and business operations.

2. What Redio Provides

Redio is a smart contract platform that:

Enables you to create commission pools with USDC on Solana
Allows you to add/remove affiliate wallet addresses
Automatically processes commission payments when sales are recorded
Provides transparent, on-chain payment records

Redio does NOT:

Vet or approve your affiliates
Monitor affiliate promotional activities
Ensure regulatory compliance
Provide legal, tax, or business advice
Act as a payment processor or money transmitter
Control funds (all funds are held in non-custodial smart contracts)

3. Your Responsibilities as Merchant

You are solely responsible for:

3.1 Legal Compliance

Compliance with all applicable laws including FTC regulations, consumer protection laws, advertising standards, and data privacy laws (GDPR, CCPA, etc.)
Ensuring your business operations are lawful in your jurisdiction
Obtaining any required licenses or permits for your business
Ensuring your products/services comply with all applicable regulations

3.2 Affiliate Program Management

Selecting, vetting, and approving affiliates
Creating and enforcing your own affiliate terms and conditions
Ensuring affiliates make required disclosures (FTC, etc.)
Monitoring affiliate promotional activities and content
Removing non-compliant or fraudulent affiliates
Maintaining records of affiliate agreements

3.3 Tax Obligations

Reporting and paying all applicable taxes
Issuing required tax forms (1099s, etc.) to affiliates
Maintaining tax records
Complying with tax laws in your jurisdiction

3.4 Financial Management

Maintaining adequate USDC balance in your escrow to pay commissions
Setting appropriate commission rates
Verifying the legitimacy of sales before calling process_sale
Preventing and detecting fraud

3.5 Data Privacy

Complying with all data privacy laws
Maintaining your own privacy policy
Obtaining necessary consents from customers and affiliates
Protecting any personal information you collect

4. Prohibited Activities

You may NOT use Redio for:

Illegal products or services
Adult content, gambling, or controlled substances (unless properly licensed)
Pyramid schemes, MLM, or similar structures without proper disclosure
Fraudulent or deceptive business practices
Violating intellectual property rights
Money laundering or terrorist financing
Violating sanctions (OFAC, etc.)
Any activity prohibited by applicable law

Redio reserves the right to refuse service to any merchant at our sole discretion.

5. Referral Codes and PII

When adding affiliates, you assign a referral code (ref_id).

IMPORTANT: Referral codes are stored on-chain (public blockchain) and are immutable. Do NOT use:

Real names (e.g., “JOHN_SMITH”)
Email addresses
Phone numbers
Any personally identifiable information (PII)

Use anonymous codes only (e.g., “AFF001”, “PARTNER_X”, “REF_7G2K”).

If you or your affiliates include PII in referral codes despite this warning, you assume all liability for GDPR, CCPA, and other privacy law violations. Redio is not responsible for your misuse of the ref_id field.

6. Smart Contract & Blockchain Risks

You understand and accept that:

Smart contracts are immutable and cannot be reversed
Blockchain transactions are permanent and public
You are responsible for verifying all transaction details before submission
Redio cannot reverse transactions, recover lost funds, or modify on-chain data
You assume all risks associated with blockchain technology

7. Financial Risks

You acknowledge:

Cryptocurrency prices are volatile; USDC value may fluctuate
You are responsible for securing your wallet and private keys
Lost private keys = lost access to funds
Smart contract bugs or exploits are possible (though we’ve taken security precautions)
Network fees (gas) are required for transactions

8. No Warranties

Redio is provided “AS IS” and “AS AVAILABLE” without warranties of any kind, express or implied, including but not limited to:

Merchantability
Fitness for a particular purpose
Non-infringement
Uninterrupted or error-free operation
Security or accuracy

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Redio, its developers, and affiliates shall NOT be liable for:

Any indirect, incidental, special, consequential, or punitive damages
Loss of profits, revenue, data, or use
Business interruption
Costs of substitute services
Regulatory fines or penalties you incur
Actions of your affiliates or customers
Smart contract bugs or vulnerabilities
Blockchain network failures

Maximum liability is limited to the fees you paid to Redio (if any) in the 12 months preceding the claim.

10. Indemnification

You agree to indemnify, defend, and hold harmless Redio and its developers from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

Your use of the Platform
Your violation of these Terms
Your violation of any law or regulation
Your affiliate’s actions or violations
Your business operations
Any content you or your affiliates create
Third-party claims related to your products/services

11. Affiliate Management

You understand that:

You control who you add as affiliates using the add_affiliate function
You are responsible for vetting affiliates before adding them
You must remove fraudulent or non-compliant affiliates using remove_affiliate
Redio has no visibility into affiliate promotional activities
You should maintain off-chain records and contracts with affiliates

Best Practice: Have affiliates sign a written agreement with your compliance requirements before adding them on-chain.

12. FTC Compliance (U.S. Merchants)

If you operate in the United States:

You are responsible for ensuring affiliates make proper FTC disclosures
Affiliates must clearly disclose their material connection to you
You can be held liable for affiliate’s failure to disclose
You should monitor affiliate content and enforce disclosure requirements

Redio recommends:

Providing disclosure templates to affiliates
Including disclosure requirements in affiliate agreements
Periodically auditing affiliate content
Removing non-compliant affiliates

13. International Use

Redio is accessible globally, but:

You are responsible for compliance with laws in your jurisdiction
You must comply with data privacy laws (GDPR, CCPA, etc.) if applicable
You must comply with sanctions and export controls
Some features may not be available in all jurisdictions

14. Termination

You may stop using Redio at any time by:

Withdrawing your USDC escrow using withdraw_escrow
Ceasing to use the smart contract functions

Redio reserves the right to:

Refuse service to anyone
Terminate access to any merchant
Update the Platform or these Terms

Upon termination, you remain responsible for:

Outstanding commission obligations
Compliance with these Terms for past activities
Any claims arising from your use of the Platform

15. Dispute Resolution

Governing Law: These Terms are governed by the laws of [Jurisdiction - e.g., Delaware, United States], without regard to conflict of law principles.

Arbitration: Any disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except for claims seeking injunctive relief.

Class Action Waiver: You waive any right to bring claims as a class action.

16. Modifications to Terms

Redio may update these Terms at any time. Continued use after changes constitutes acceptance. Material changes will be communicated via:

Platform announcement
Email (if provided)
On-chain notification

17. Entire Agreement

These Terms constitute the entire agreement between you and Redio regarding use of the Platform.

18. Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

19. No Waiver

Redio’s failure to enforce any right or provision does not constitute a waiver.

20. Contact

For questions or concerns about these Terms:

Email: [email protected]
Telegram: @redio_daw
Twitter: @useredio

Quick Summary (Not Legal Advice)

What you agree to:

✅ You’re responsible for legal compliance (FTC, taxes, privacy laws)
✅ You select and manage your own affiliates
✅ You ensure affiliates make proper disclosures
✅ You use the Platform lawfully
✅ Redio is just tech infrastructure - you handle compliance
✅ No PII in referral codes (they’re public on-chain)
✅ You indemnify Redio for your business activities

By connecting your wallet and creating a pool, you accept these Terms.

Merchant Agreement Acceptance

□ I have read and agree to the Redio Merchant Terms of Service
□ I understand I am responsible for all legal compliance
□ I understand Redio provides technical infrastructure only
□ I will not include PII in on-chain referral codes
□ I will ensure my affiliates make required disclosures

[Connect Wallet & Accept Terms]