Terms and conditions producer

 

PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE USING THIS APPLICATION AND CONTRACTING

1. General provisions and definitions

Application the mobile application/ digital tool allowing access to a trading platform for green tokens and which allows the Producer to obtain and
trade REO-G.
ECF Fund renewable energy community fund, which is a REO-G fund belonging to the community of users of the Application. This ECF Fund is funded by
donations from Producers – each time they request REO-G, a percentage will automatically enter the ECF Fund.
Green Token” or “REO-G an ERC-721 non-fungible token that certifies on the blockchain the origin of the energy produced from renewable sources in order to measure
the amount of CO2 avoided in the atmosphere.
MWAT an ERC-20 fungible token having utility only in the Application as a virtual battery for REO-G storage and a conventional token for the
acquisition of REO-G and the right to RED V-LEC Franchise by the Collaborator.
Producer meaning the authorized natural or legal person, producer of renewable energy, who accepts these GTCs.
RED Restart Energy Democracy S.R.L., a limited liability company with the registered in Timișoara, 11E
Gheorghe Doja Street, registered with the Trade Registry under no. J35/36/2018, CUI 38670652.
Terms and conditions” or “GTCs these terms and conditions applicable to RED and Producer.
”Validator” a person who is authorized by RED to verify and validate Producers’ request for REO-G issuance.

Additional details about the terms above as well as about other terms used in these GTCs shall have the meaning ascribed to them in the Application
User’s Guide that can be accessed herehere.

2. Use of the Application as Producer

2.1 Upon successful registration of the power plant, as Producer, you have the possibility to
apply for REO-G based on your renewable energy production.

You have two options to prove your energy production:

a) Request based on the information provided by you (source, production, period etc.)

Please note that REO-G can be requested retroactively up to 12 months in advance for plants that were in operation at that time.

After verifying the information entered and confirming their corectness by the Validator, your request will be validated and your REO-G will be automatically
generated in the Producer account.

b) Real-time monitoring of production, through RED Meter

Depending on the actual production of your plant, REO-G will be automatically generated in your Producer account.

2.2 Commissions payable by Producer

Upon validation of your request, you will receive REO-G for renewable energy production, except for:

a) The 5% REO-G donation rate to the ECF Fund.

b) A fee calculated by the application in MWAT for each REO-G request, payable to the Validators:

2.3 Functionalities made available to the Producer

As a Producer, the Application provides you with a number of features that facilitate your interactions with other users in the Application, as follows:

(i) Upload of documents in order to verify the Producer in accordance with the legal
requirements regarding know you customer

(ii) Registration in the Application of a power plant

(iii) Fill in the REO-G claim form and view the history

(iv) Order and install RED Meter

(v) View an infographic on renewable energy production and the equivalent in REO-G

(vi) All functionalities related to the capacity of Participant, in accordance with the specific terms
and conditions, available here.

Further details to understand how to interact through this platform are available in the User’s Guide, which can be accessed herehere.

3. Rights over Application

3.1 Ownership of Application.

The Application and all the rights related thereto shall be and remain RED’s property. The provisions of these GTCs and the use of the Application by
Producer shall not confer or grant the Producer any right over the Application or any right related thereto, except for a limited right of use, subject to
the restrictions set forth under Art. 3.2.

3.2 The right to use the Application.

Pursuant to these GTCs, subject to Producer’s meeting the obligations incumbent upon them under these GTCs, RED grants the Producer a limited,
non-exclusive right of use (license) that may be not sub-licensed or transferred and which may at all times be revoked by RED, in order to access and use
the application on Producer’s personal device. To access and use the Application, Producer must strictly observe the following restrictions.
Thus, they shall not:

a) reproduce, amend, make derivative works, distribute, license, lease, sell,
re-sell, transfer, publicly display, publicly represent, send, make a streaming, broadcast or otherwise exploit the Application;

b) decompile, reconstruct through reverse engineering or disassemble the
application;

c) make links, mirrors or frames to any portion of the Application;

d) cause or launch programs or scripts that scrape, index, analyse, or perform any
data extraction operations from any portion of the Application or which hamper or prevent in any respect the operation and/or functionality of the
Application;

e) attempt to obtain unauthorized access to or affect any aspect of the
Application or of the systems or networks connected thereto;

f) remove copyright marks, trademarks or other proprietary markings from any
document issued by RED or from any portion of the Application.

4. Representations and Warranties of Producer

Producer declares and warrants RED as follows:

a) Producer is a legally established company, lawfully operating under the
applicable law and in accordance with its object of activity;

b) Producer holds all the legal authorizations and licenses to produce renewable
energy and all are valid;

c) Producer has the power to conclude and execute these GTCs and has taken all
the necessary measures to authorize the conclusion and execution thereof;

d) these GTCs are valid, legally binding, enforceable and admissible as evidence in
court;

e) the conclusion and execution of these GTCs shall not and will not be in
conflict with:

· any applicable law or legal requirement;

· Producer’s registration and operating documents; or

· any of Producer’s binding agreements or contracts;

f) Producer is not subject to any administrative litigation procedure which
may threaten or restrict the exercise of any of its rights and obligations under these GTCs;

g) Producer is not subject to any decisions, orders, decisions of courts,
governmental or regulatory authorities affecting its ability to perform its obligations under these GTCs.

5. Nature and Accuracy of Information provided through the Application

RED shall take all the measures to ensure that the information posted in the Application is updated, actual and accurate. Although the Application is also
available to users from other countries, the posted information is only valid on Romania’s territory.

Neither RED nor any other party involved in the creation and functioning of the Application shall be liable for any error, prejudice (whether direct or
indirect), loss of data or content error or for shortcomings of the Application, which can directly or indirectly or incidentally occur through the use of
the Application

6. Access to and Use of Application

The Application offers a 24/7 accessibility, except during maintenance and reconstruction operations. RED assumes no responsibility for delays in or
impossibility to access/ use the Application.

In this respect, Producer agrees that (i) in technical terms, it is impossible for the Application to avoid errors and RED may not be held liable in this
respect, (ii) errors may cause the temporary unavailability of the Application and that (iii) the Application’s operation may be adversely influenced
by circumstances beyond RED’s control such as, for instance, transmission and telecommunication connections between you and other systems and
networks.

RED and/or its proxies may at all times change or discontinue, temporarily or permanently, access to a part of the Application in order to carry on
maintenance and/or upgrading and/ works or bring changes thereto. RED shall not be liable for changing, suspending or discontinuing access to the
Application.

It is forbidden to use the Application for the purpose of loading, downloading, publishing or conveying any information whose content is illegal or immoral,
disturbs in any way other individuals’ privacy, contains viruses, is contrary to accepted principles of morality or public order. RED shall not be
liable for any prejudice caused by any type of communications from the categories mentioned above.

Furthermore, it is forbidden to use the Application for the purpose of sending any kind of material that is threatening, false, misleading, abusive,
harassing, defamatory, vulgar, obscene, scandalous, instigating, pornographic or profanatory, or any other kind of material that can represent or encourage
a behavior that may give rise to a criminal offense, may lead to civil liability or otherwise breach the law.

It is forbidden to use a fake e-mail addresses or unlawfully send electronic messages or any other communications in the name of another individual or legal
entity or in the name of any other entity.

RED may not be held liable for any loss, destruction or expenses that may arise from your and/or any third party’s accessing or using the Application.

7. Authentication and Accessing the Personal Account

For authentication purposes, Producer will use / receive a username and a password to securely access the Application from the mobile phone or from another
similar electronic device and will thus have an active personal user account for the Application.

A Producer may only have one account. Producer may authorize persons acting under their authority to use their account, using the functionality provided by
RED for this purpose. It is forbidden to assign or otherwise transfer the Producer’s account to another person. Producer undertakes to comply with all
the applicable laws when using the Application and may use it solely for lawful purposes.

In order to access the Application or some of its resources, Producer will be required to provide certain details or information. A prerequisite for the use
of the Application is that all the information provided by Producer should be correct, updated and complete. Producer undertakes to inform RED about any
change in their personal data provided in connection with the Application. If the information provided by Producer is not correct, updated and complete, it
may be that access to the Application will no longer be permitted. Producer is informed that all the information provided to register and use the
Application shall be governed by the Privacy Policy available here.

If you choose to 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 these GTCs. The User shall be solely responsible for all the activities performed by
Producer through the Application and shall be under the obligation to preserve at all times, with own means, the security and secrecy of the username and
related password. You agree to promptly inform us once you have identified any disclosure or unauthorized use of the Producer’s identification
code and/or password.

8. Promotional Content

Any promotional content offered through the Application shall be provided in accordance with the applicable law.

From the perspective of the legal framework concerning the protection of personal data, RED shall send you commercial communications through the
Application, by e-mail or by any other method that uses electronic communications services intended for the public, only if you have previously expressed
your consent to receive such communications.

Notwithstanding the above, considering that RED obtained your e-mail address when you created an account and started using the Application, it shall be able
to use your e-mail address for sending commercial communications regarding the rest of the existing functionalities in the Application. In this situation,
you will be able to oppose by simple and free means whenever you receive such commercial communications.

For the purpose of using the Application, you agree that any issues you may encounter regarding the promotional content will be first addressed to RED, for
an amicable settlement.

RED shall not be liable for any financial loss or damage due to the promotional content provided or for any failure or inability to use that promotional
content, for any reason whatsoever.

9. Access to Network and Devices

Producer shall be solely responsible for obtaining access to the data network necessary to use the Application. The transfer of data and messages may be
subject to the tariffs and prices charged by the mobile network to which Producer has subscribed, to the extent that Producer accesses or uses the
Application from a device that allows for wireless communication, and it is Producer’s exclusive responsibility to pay these tariffs and prices.

Producer shall be solely responsible for procuring and updating the hardware equipment or the devices required for accessing and using the Application, as
well as for procuring any updates thereof.

For the avoidance of any doubt, RED does not guarantee that the Application or any of its functionalities will be functional on a certain hardware equipment
or on a certain device. Moreover, Producer acknowledges and accepts that the Application may be affected by malfunctions and inherent delays in the use of
Internet or electronic communications for which RED assumes no responsibility.

10. Personal data protection

From the perspective of personal data protection, the parties declare and acknowledge that each act as an independent controller of the personal data it
processes. The parties declare and accept that they do not have the status of joint controllers and exclude any form of mutual or joint liability.

When using the Application, the Producer shall ensure that:

a) processes the personal data of the data subjects only in accordance with
the legal provisions, for its own purposes, meaning that it will also ensure the observance of the principles regarding the processing of personal data;

b) informs and obtains the consent of the data subjects, insofar as the latter is
necessary according to the applicable legal requirements regarding data protection or the transmission of electronic commercial communications;

c) applies appropriate technical and organizational measures to protect
personal data against unauthorized or unlawful processing and against loss, destruction, damage, modification or disclosure, considering the scope, context
and purpose of processing;

d) manages any requests, demands or claims coming from the data subjects without
involving or attracting RED’s liability.

11. Cookies Policy

The Application uses cookies. For detailed information on the use of cookies, please read the Cookies Policy available
here.

12. Producer’s Feedback

RED may, at its sole discretion, allow Producer to regularly send, load or provide to RED, through the Application, content and information in text format,
including comments and opinions about the Application, the mechanism presented in these GTCs or about other users („Feedback</em >”).

The entire Feedback will remain Producer’s property. However, by providing content to RED, Producer grants RED a worldwide valid, perpetual,
irrevocable, transferable, royalty-free license, with a sub-licensing right, to use, copy, amend, create derivative works, distribute, publicly display,
publicly represent and exploit in any manner whatsoever the Feedback in question, in all formats and on all distribution channels currently known or to be
created in the future, without the Producer’s prior information or approval and without any payment being due to Producer or another person.

Producer represents and warrants as follows:

12.1.1 Producer is either the sole and exclusive owner of the entire Feedback, or it holds all the rights, licenses, permits and authorizations
necessary to grant RED a license for the Feedback; and

12.1.2 neither the Feedback, nor the transmission, loading, publication or provision by Producer of such Feedback or the use by RED of the
Feedback in question shall be deemed as a breach, unlawful appropriation or violation of a third party’s ownership rights or intellectual property
rights, or a third party’s publicity or confidentiality rights, nor will it entail the breach of any applicable law or regulation.

12.1.3 Producer undertakes not to send any Feedback that is derogatory, defamatory, hate inciting, violent, obscene, pornographic, illegal or
offending, as may be decided by RED at its own discretion. RED has the possibility but not the obligation to examine, monitor or delete the Feedback, at
RED’s exclusive discretion, at any time, regardless of cause, with no notification or any other information whatsoever of the Producer being necessary
for this purpose.

13. Representations and Warranties of RED

Producer expressly acknowledges that it is a party to these GTCs in consideration of the following representations and warranties made by RED in connection
with its own business, as follows:

13.1.1 RED is a legally established company, lawfully operating under the Romanian laws, meeting all the legal corporate requirements to carry
on its business;

13.1.2 RED holds all the legal authorizations to carry on its business pursuant to these GTCs and fully complies with all the requirements set
forth under these authorizations;

13.1.3 RED meets all the legal requirements necessary to enter into and be a party in this contractual relationship, and the fulfilment of its
obligations does not and will not result in, conflict with, or constitute a breach of, any term or condition or of any other provision set forth under a
contract or any other document or legal act, of any nature whatsoever, to which RED is or is to be a party or to which RED is subject under the
Romanian legislation;

13.1.4 RED has the required technical capacities and qualified staff to meet its obligations.

14. GTCS Duration. Termination

These GTCs shall be valid for the term of Producer’s access and use of Application.

Producer shall at all times be entitled to withdraw from GTCS, i.e. to close the Application account, without invoking any reason and without bearing other
costs. The rights born until the withdrawal date shall be fully acknowledged to the holder of the rights in question.

RED may promptly decide to terminate the contractual relationship with Producer by denying at any time their access to the Application, if Producer has
breached any provisions of these GTCs, by simple notification and without other prior formalities. Also, RED may at any time unilaterally terminate these
GTCs with a prior [10-day] notification.

Once these GTCs are terminated, the terms and conditions corresponding to any other role acquired through the Application shall also automatically
terminate.

15. Exoneration

The Application is provided in “as is” condition and “depending on availability”. RED does not accept any of the representations and
warranties, whether express, implicit or imposed by the law, which are not expressly set forth in these GTCs, including the implicit warranties about
merchantability, vulnerability, adequacy for a certain purpose and non-breach of third parties’ rights.

Moreover, RED does not make any representation or warranty about the reliability, punctuality, quality, adequacy or availability of the Application, neither
does it represent or warrants that the Application or any related software will be free of any discontinuances or errors.

Producer acknowledges and accepts that the entire risk arising from Producer’s use of the Application shall be fully incumbent on Producer, to the
maximum extent permitted by the applicable legislation.

16. Limitation of RED’s liability

RED shall not be liable for any indirect, future, special, illustrative, punitive or other damages, including for the loss of profit, for any prejudice
associated to or which otherwise arises from any use of the Application.

RED shall not be liable for any prejudice, damages or loss arising from:

16.1.1 Producer’s using or relying on the Application, or from Producer’s incapacity or inability to access or use the Application;
or

16.1.2 any transaction or relationship between Producer and any other third party, even if RED has been informed about the potential occurrence
of such prejudice; or

16.1.3 Producer’s failure to comply with any instructions or recommendations sent by RED through the Application or in any other manner.

RED shall not be liable for any delayed functioning or non-functioning of the Application that is generated by causes beyond the reasonable control of RED,
such as but not limited to:

(a) unavailability of mobile phone networks;

(b) Producer’s use of functionalities that are not provided by RED;

(c) services and quality of services provided to Producer by third parties; and/or

(d) other circumstances provided by the law.

RED shall not be liable for access to the Application from countries whose laws prohibit or restrict or limit the access to and/or the use of a green tokens
trading platform according to the model proposed by the Application. Also, RED shall have no responsibility for the access to the Application from countries
whose laws prohibit or restrict or limit any aspect of the Application’s content, including any of its functionalities. Producers who choose to access
this Application from other countries will do so on their own initiative, on their own responsibility and shall be solely responsible for complying with the
applicable laws.

Without any prejudice to the generality of the above, insofar as the REO-G and/or MWAT tokens acquired and/or traded by Producer are concerned, RED shall have
no liability whatsoever, whether express and/or implicit, including but not limited to the representations, warranties or terms of use, the accuracy,
timeliness, completeness and / or adequacy of REO-G and MWAT tokens. Producers who choose to acquire and/or trade REO-G or MWAT tokens, will do so on their own
initiative, on their own responsibility, and shall be solely responsible for any breaches that may arise from the acquisition and/or trading of the same.

RED shall under no circumstances be liable and regardless of whether the prejudice is reasonably predictable, for, including but not limited to:

  1. the information recorded in the Green Sustainablility Certificates issued through the Application;
  2. Validators’ decision to grant, request additional information or not to grant a request for REO-G;
  3. the information on the live prices for REO-G and MWAT, that can be viewed through the Application;
  4. the general risk posed by trading on the platform made available and the risk posed by the selection of trading partners;
  5. availability or unavailability of MWAT tokens at a certain point in time for acquisition, trading, exchange or other similar operations;
  6. collection, storage, trading of MWAT tokens illegally or fraudulently obtained;
  7. the evaluation or payment of any taxes or fees arising from the use by the Collaborator of the Application;
  8. any action or omission by other users of the Application;
  9. instructions received from Producer, regardless of whether they have acted or not based on such instructions;
  10. Producer’s decision to enter into a contractual relationship pursuant to these GTCs;
  11. Producer’s decision to use the functionalities provided through the Application;
  12. any delay, loss or prejudice of whatever nature suffered as a consequence of the services provided by any third-party service supplier or subcontractor
    hired by RED. Any complaints regarding the action or omission of any third-party services supplier or subcontractor shall be filed solely and directly
    against such party;
  13. any partially finalized transactions or delays in the processing of Producer’s transactions;
  14. lost profits, lost revenues, missed business opportunities, other intangible, punitive, special or incidental losses, regardless of whether they were
    direct or indirect, predictable or unpredictable and regardless of whether RED was informed or not about the potential occurrence of such losses;
  15. any loss occurring as a consequence of a requirement imposed by new laws or regulations or further to our obligations under the laws of any
    jurisdiction;
  16. compliance with any laws, rules and regulations from the Producer’s specific jurisdiction that may be applicable in connection with the use of the
    Application or its functionalities;

To the maximum extent permitted by the applicable law, RED’s total liability to Producer in connection with the Application and/or the fulfilment of
its obligations for all the prejudices, losses and damages shall in no case exceed the value of the amounts paid by Producer under these GTCs over a 3-month
period preceding the event that triggered RED’s liability.

17. Producer’s Liability

Producer undertakes to indemnify and exonerate RED and its shareholders, directors, officers, managers, employees and agents of any liability in the event
of any indemnification claims, other claims, losses, damages and expenses (including lawyers’ fees) generated by Producer, which arise from or
in connection with:

17.1.1 Producer’s use of the Application;

17.1.2 Producer’s failure to comply with or the breach of any of the provisions under these GTCs;

17.1.3 the inadequate nature of the rights over the Feedback and/or its inadequate character; or

17.1.4 breach by Producer of a third-party’s rights, including the Collaborators’ and Validators’ rights, to whom Producer
shall pay the related commissions and fees;

17.1.5 the information and documents registered in the Application regarding the power plant and the capacity as producer from renewable
sources, as well as their correctness and legality;

17.1.6 Producer’s violation of the legal framework concerning the protection of personal data, regardless of the prejudiced person;

17.1.7 the assessment or payment of any taxes or fees arising from Producer’s use of the Application.

18. Parties’ Legal Status

In relation to any aspect regarding the execution of its obligations according to these GTCs, each of RED and the Producer has the legal status of an
independent economic operator.

For the avoidance of any doubt, each of RED and Producer acknowledges and accepts that neither Producer nor RED acts, in relation to the other party or any
(third) party that uses the Application, in capacity of official in charge, attorney, representative or in any other subordinated legal capacity. In
particular, each party acknowledges and accepts that the other party may not legally or otherwise bind the other party in any way whatsoever.

19. Notices

Notices between the parties may be addressed as follows:

20. Schedules

These GTCs shall be supplemented with the following Schedules that are integral part thereof:

Schedule 1 – User’s Guide of RED ApplicationUser’s Guide of RED Application;

21. Governing law. Disputes

These GTCs shall be governed by and construed according to the Romanian legislation.

Any disputes that cannot be amicably settled by the parties shall be referred to the Romanian courts of competent jurisdiction.

22. Miscellaneous

Producer undertakes to comply in all respects that arise from these GTCs and the User’s Handbook with any applicable law and RED shall have no
liability for any breach of the law by Producer.

These GTCs apply in addition to the terms and conditions specific to the capacity of Producer, assumed upon registration as a user of the Application,
available here.

For the avoidance of any doubt, Producer expressly acknowledges and accepts each and all the clauses and terms under these GTCs including but not limited to
the provisions set forth under sections ‎1, ‎2, 3, 4, ‎5, ‎6, ‎7, ‎8, ‎9, 10, ‎11, ‎12, ‎13, ‎14, ‎15,
‎16, ‎17, ‎18, ‎21 and ‎22.