PowerPay Program Terms and Conditions
Last Updated: April 11, 2025
Welcome to the PowerPay Program (“Program”), operated by PowerPay, a division of Set Power Free (“PowerPay,” “we,” “us,” or “our”). These Terms and Conditions (“Terms”) govern your access to, participation in, and use of the Program, including but not limited to the acquisition, activation, and utilization of PowerPay Non-Fungible Tokens (“NFTs”) and GREEN Tokens for the purpose of paying power bills and potentially receiving utility-based discounts credited in GREEN Tokens.
BY ACCESSING, PARTICIPATING IN, OR USING ANY ASPECT OF THE PROGRAM, INCLUDING PURCHASING OR ACTIVATING NFTS OR USING GREEN TOKENS IN CONNECTION THEREWITH, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, OUR PRIVACY POLICY (AVAILABLE AT HTTPS://POWERPAY.GREEN/PRIVACY-POLICY), AND ANY ADDITIONAL TERMS, CONDITIONS, OR POLICIES REFERENCED HEREIN OR MADE AVAILABLE TO YOU. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU MUST NOT ACCESS, PARTICIPATE IN, OR USE THE PROGRAM IN ANY MANNER.
CRITICAL DISCLAIMERS AND RISK ACKNOWLEDGMENT:
Developmental Status: The Program is currently a work in progress, in beta or pre-launch phase, and may never become fully operational, functional, or available as described. All features, timelines, integrations, and benefits are aspirational, subject to significant changes, delays, or complete discontinuation without notice or liability. We make no representations or warranties regarding the Program's development, launch, performance, or continuation.
Utility-Only Nature: PowerPay NFTs and GREEN Tokens are strictly utility-based digital assets intended solely for functional use within the Green Decentralized Ecosystem (e.g., facilitating power bill payments and potential discount credits). They do not constitute, and are not offered as, securities (including under the Howey Test or any similar legal framework), investment contracts, commodities for speculative or investment purposes, financial instruments, derivatives, or any form of investment product. There is absolutely no expectation, promise, or implication of profit, appreciation in value, dividends, returns, resale value, capital gains, or any economic benefit from acquiring, holding, or using these assets. Any perceived value is incidental to their utility and subject to market risks beyond our control. NFTs and Tokens are not designed for secondary trading, and any such activity is prohibited and at your sole risk, potentially violating securities or commodities laws.
No Guarantees: Discounts, savings, integrations with utility providers, token liquidity, or any other benefits are not guaranteed, may be unavailable, limited, or valueless, and depend on factors such as third-party participation, regulatory changes, technical feasibility, and GREEN Token market conditions. Actual results may differ materially or result in no benefits whatsoever.
Risks: Participation involves substantial and inherent risks, including but not limited to total and permanent loss of all funds invested or used (e.g., NFT purchase prices and GREEN Token costs), market volatility leading to worthless assets, operational failures, cybersecurity threats, regulatory prohibitions, and legal liabilities. You assume all risks voluntarily and without recourse against us.
Regulatory Compliance: While we strive to comply with all applicable U.S. federal and state laws, including those administered by the Securities and Exchange Commission (SEC), Commodity Futures Trading Commission (CFTC), and Federal Trade Commission (FTC), you are solely responsible for ensuring your participation complies with all laws in your jurisdiction, including securities, commodities, consumer protection, anti-money laundering (AML), know-your-customer (KYC), tax, and export control regulations. We make no representations regarding the legal classification or permissibility of the Program, NFTs, or GREEN Tokens in any jurisdiction. Consult independent legal, financial, tax, and regulatory advisors before participating. Participation may be restricted or prohibited for certain individuals (e.g., non-accredited investors, residents of sanctioned countries). In light of the Financial Innovation and Technology for the 21st Century Act (FIT21), 2025-2026 SEC/CFTC harmonization efforts, related guidance (e.g., spot product facilitation, tokenized pilots), and 2026 stablecoin frameworks, we affirm that these assets are not digital asset securities, commodity derivatives, or stablecoins unless reclassified by authorities, in which case we disclaim all related liability.
No Advice: Nothing in these Terms or the Program constitutes legal, financial, investment, tax, or professional advice. We are not a registered broker-dealer, investment advisor, commodity trading advisor, or exchange under SEC, CFTC, or other regulations.
FTC Compliance Note: All statements regarding potential benefits (e.g., discounts, sustainability) are based on current intentions and are not substantiated claims of performance. No environmental, financial, or other benefits are guaranteed or endorsed. Pursuant to FTC guidelines, any claims of savings or utility are hypothetical and not based on verified data; users must not rely on them for decision-making. All promotional materials are for illustrative purposes only and do not constitute endorsements or verified outcomes per FTC advertising standards.
IF YOU ARE UNSURE ABOUT ANY ASPECT OF THESE TERMS OR THE RISKS INVOLVED, DO NOT PARTICIPATE. BY PROCEEDING, YOU EXPRESSLY WAIVE ANY CLAIMS AGAINST US RELATED TO THE PROGRAM'S NON-PERFORMANCE OR YOUR LOSSES.
1. Overview of the PowerPay Program
The Program is designed to allow eligible users to acquire PowerPay NFTs, which may enable tiered potential discounts (ranging from 10% to 100%) on eligible monthly power bills (capped at $250 USD equivalent per month) when such bills are paid using GREEN Tokens through the PowerPay app or platform. Any discounts, if applied, are credited in GREEN Tokens from designated ecosystem resources. The Program supports the mission of promoting sustainable energy practices but is entirely developmental and subject to the disclaimers above. No aspect of the Program is intended to create an investment opportunity or economic incentive beyond basic utility facilitation.
2. Eligibility
To be eligible for participation, you must:
Be at least 18 years of age or the legal age of majority in your jurisdiction, whichever is greater.
Reside in a jurisdiction where the Program, NFTs, and GREEN Tokens are legally permissible and not restricted or prohibited.
Possess a valid power bill from a utility provider that may participate in the Program (subject to verification; see Section 5).
Fully comply with all applicable local, state, federal, and international laws, including but not limited to SEC securities laws, CFTC commodities regulations, FTC consumer protection rules, AML/KYC requirements, and sanctions laws.
Not be a prohibited person under any applicable law (e.g., on OFAC sanctions lists or in jurisdictions where cryptocurrencies are banned).
We reserve the absolute right to conduct identity verification, KYC/AML checks, or other due diligence at any time, and to deny, suspend, or terminate your participation without notice, liability, or refund if you fail to meet eligibility criteria or for any other reason in our sole discretion. We may require proof of accredited investor status under SEC Regulation D if deemed necessary to comply with securities exemptions.
3. PowerPay NFTs and GREEN Tokens
3.1 PowerPay NFTs
Description: These are non-fungible utility tokens that may provide access to potential discounts on power bills paid with GREEN Tokens, limited to the specified tier percentage and monthly cap. Each NFT includes an initial 2-year subscription period, which is renewable subject to fees and conditions.
Acquisition: NFTs may be acquired through supported payment methods (e.g., certain cryptocurrencies). Supplies are limited and available on a first-come, first-served basis only.
Activation and Restrictions: Activation requires compliance with our processes (e.g., app registration). Once activated, NFTs are non-transferable, non-resalable, and irrevocably bound to your verified account to prevent speculation or secondary market activity.
Renewal: Post the initial period, renewal requires payment of a fee (to be determined and disclosed in advance); non-renewal results in immediate cessation of any associated benefits.
No Economic Rights: NFTs grant no ownership interest in PowerPay, no governance or voting rights, no claims to assets or revenues, and no guarantees of functionality or value. They are revocable licenses for utility purposes only.
3.2 GREEN Tokens
Description: These are fungible utility tokens on the Green Blockchain, intended exclusively for use in paying power bills within the Program and receiving any applicable discount credits.
Acquisition: Tokens may be obtained through peer-to-peer means or authorized channels (if available), subject to market conditions.
Risks and Limitations: Tokens have no intrinsic value, are subject to extreme volatility, and may become illiquid, untradeable, or worthless. We provide no market-making, liquidity guarantees, or redemption options. Users must not engage in manipulative trading practices, as prohibited by CFTC rules.
3.3 Regulatory Status and User Responsibility
The NFTs and GREEN Tokens are structured as pure utility assets and are not intended to fall under securities or commodities regulations for investment purposes. However, regulatory interpretations may vary, and we disclaim any liability for reclassifications. We comply with applicable SEC, CFTC, and FTC requirements, including anti-fraud and fair disclosure rules, but you bear full responsibility for legal compliance in your use. If required by law, we may restrict access to accredited investors or registered entities only. You acknowledge that GREEN Tokens are not stablecoins or subject to 2026 stablecoin regulations unless reclassified.
4. How the Program Works (Subject to Availability)
1. Acquire and activate an eligible NFT through verified channels.
2. Obtain sufficient GREEN Tokens for bill payments.
3. Submit eligible power bills for processing via the platform, paying with GREEN Tokens.
4. If all conditions are met (e.g., provider participation, verification), receive any applicable discount credits in GREEN Tokens (tier- and cap-limited).
5. Renew NFT as required to maintain eligibility.
All steps are subject to platform availability, provider participation, token value, and verification. Discounts/savings are not guaranteed and depend on multiple factors outside our control.
5. Utility Provider Participation
We are exploring potential integrations with utility providers, but no integrations are confirmed, guaranteed, or endorsed. Any lists of potential providers (e.g., at https://setpowerfree.com/powerpay-search) are illustrative only and subject to change. We disclaim all liability if your provider does not participate, accept GREEN Tokens, or apply discounts. You must independently verify compatibility before any acquisition or use; failure to do so forfeits any claims. For inquiries, contact support—no guarantees of response or resolution.
6. Costs and Fees
Initial and Ongoing Costs: Include NFT acquisition costs, GREEN Token requirements for payments, renewal fees (TBD), and any third-party expenses (e.g., blockchain transaction fees, wallet costs).
Transparency and No Refunds: All known costs are disclosed at the point of transaction. However, additional unforeseen costs may arise. No refunds or credits for any costs incurred.
7. Risks and Disclosures
In addition to the opening disclaimers, you acknowledge the following non-exhaustive risks:
Financial Loss: Complete loss of all funds due to Program failure, token devaluation, or other events.
Market and Volatility Risks: GREEN Tokens may fluctuate wildly or lose all value; no liquidity or exchange access is assured.
Operational and Technical Risks: Bugs, hacks, downtime, or integrations failures may render the Program unusable.
Regulatory and Legal Risks: Adverse changes in laws (e.g., SEC enforcement, CFTC rules, FTC actions) may ban or penalize participation.
Savings and Benefit Risks: No discounts or savings are assured; environmental or sustainability claims are aspirational and unsubstantiated.
Cybersecurity Risks: Potential for theft, loss, or unauthorized access to assets or data.
Tax Risks: You are responsible for all tax implications, including reporting under IRS guidelines; we provide no tax advice or forms.
Participation is at your sole risk, with no warranties of any kind (express, implied, statutory, or otherwise, including merchantability, fitness for purpose, or non-infringement).
8. Refunds, Cancellations, and Terminations
All transactions are irrevocable, final, and non-refundable under any circumstances, except where strictly mandated by applicable law (and then only to the minimum extent required).
You may voluntarily cease participation by notifying support, but this does not entitle you to refunds, credits, or asset recovery.
We may terminate or suspend your access immediately for any reason, including suspected violations, regulatory requirements, or Program discontinuation, without notice, liability, or compensation.
9. Intellectual Property
All Program elements, including NFTs, tokens, software, content, trademarks, and materials, are owned exclusively by us or our licensors and protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license solely for authorized personal use in the Program. Any unauthorized use, reproduction, modification, distribution, or commercialization is strictly prohibited and may result in legal action.
10. Privacy
Your information is handled in strict accordance with our Privacy Policy. By participating, you consent to the collection, use, sharing, and storage of your data (including personal and financial details) for Program administration, compliance, and related purposes. You acknowledge risks of data breaches and waive claims therefor.
11. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, DATA, OR GOODWILL), ARISING FROM OR RELATED TO THESE TERMS, THE PROGRAM, NFTS, GREEN TOKENS, OR YOUR PARTICIPATION, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. OUR AGGREGATE LIABILITY SHALL NOT EXCEED THE LESSER OF $100 USD OR THE AMOUNT YOU ACTUALLY PAID US FOR YOUR NFT (IF ANY). THIS LIMITATION APPLIES REGARDLESS OF LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE). In jurisdictions where liability limitations are restricted, this clause shall apply to the maximum extent allowed.
12. Indemnification
You agree to defend, indemnify, and hold harmless us, our affiliates, officers, directors, employees, agents, and licensors from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (i) your participation in the Program; (ii) your breach of these Terms; (iii) your violation of any law or third-party rights; or (iv) your use of NFTs, GREEN Tokens, or Program features.
13. Governing Law and Dispute Resolution
These Terms are governed exclusively by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles. Any disputes arising from or relating to these Terms or the Program shall be resolved exclusively through binding, confidential arbitration in Wyoming, USA, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted by a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. YOU WAIVE ANY RIGHT TO A JURY TRIAL, CLASS ACTION, OR CONSOLIDATED PROCEEDINGS. If arbitration is unenforceable, disputes shall be resolved exclusively in state or federal courts located in Wyoming, USA. Prevailing party shall recover attorneys' fees and costs.
14. Amendments and Notices
We may amend these Terms at any time by posting the revised version on our website or notifying you via the platform. Your continued participation constitutes irrevocable acceptance of the amendments. All notices from us may be provided electronically.
15. Contact
For inquiries, support, or complaints:
Support: https://support.setpowerfree.com/
Website: https://powerpay.green or https://setpowerfree.com
16. Miscellaneous
Entire Agreement: These Terms, together with the Privacy Policy and any referenced documents, constitute the entire agreement between you and us, superseding all prior understandings.
Severability: If any provision is held invalid or unenforceable, the remainder shall continue in full force.
No Waiver: Our failure to enforce any right does not waive it.
Assignment: You may not assign these Terms or your rights; we may assign without restriction.
Force Majeure: We are not liable for delays or failures due to events beyond our control (e.g., regulatory actions, hacks, natural disasters).
Survival: Sections related to disclaimers, risks, liability limitations, indemnification, dispute resolution, and intellectual property survive termination.
Final Acknowledgment and Waiver
By participating in the Program, you expressly acknowledge that you have independently evaluated the risks, consulted advisors as needed, and agree to these Terms in full. You release and forever discharge us from all claims, known or unknown, related to the Program. This acknowledgment is a material inducement for us to offer the Program. To the extent permitted by law, including under California Civil Code § 1542 or similar statutes in other jurisdictions, you expressly waive any rights to assert claims based on facts or circumstances that may later be discovered.