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User Agreement

1. Introduction

This User Agreement and all policies and additional terms posted on and in our platform, which is comprised of our websites, services, and/or applications mobile or otherwise (together, “Swapnice”), set out the terms on which Swapped Inc. 4055 W Melrose St, Chicago, Illinois, 60641, United States (referred to in this policy as “Swapped”, “we”, “us”) offers you access to and use of Swapnice. All policies and additional terms posted on and in Swapnice are incorporated into this User Agreement. If we update it, we will revise the date, place notices on Swapnice if changes are material, and/or obtain your consent as required by law. You agree to comply with all of the terms of this User Agreement when accessing or using Swapnice.

2. About Swapnice

Swapnice is a marketplace that facilitates a kind of sharing economy where users can barter or sell many different things. The actual contract for a transaction is directly between the users. Swapnice provides guidance that is solely informational on listing, transacting, sourcing, and more. You may decide to follow it or not. Swapnice cannot guarantee and has no control over:

  • the existence, quality, or legality of user created content or items advertised;
  • the truth or accuracy of user created content or listings;
  • users carrying out the transactions they commit to;
  • users ability to supply the items in their offers, or fairness in the interactions or transactions between users.

3. Using Swapnice

When you use or access Swapnice you will not:

  • create or move content to inappropriate areas or categories of Swapnice;
  • breach or circumvent any laws, 3rd-party rights, policies or determinations of your account and its status
  • use our services if you are not able to form legally binding contracts (for example if you are under 18 years of age), or are temporarily or permanently suspended from using Swapnice;
  • fail to bring the agreed upon items, funds, or otherwise in a transaction you committed to with another user through Swapnice, unless you have a valid reason as determined by a Swapnice policy such as, you are no longer physically capable of bringing the item due to potential harm to it or yourself;
  • interfere with transactions, listings, or content that you are not directly involved with;
  • post or create false, inaccurate, misleading, deceptive, defamatory, or libelous content;
  • undermine or manipulate otherwise the feedback and reputation systems
  • be fraudulent, misrepresent, or impersonate another individual or group by interacting with others using any identity other than your own, for example using or providing access to an account other than your own;
  • distribute, use, or create content, software, or media that is harmful to Swapnice, its affiliates, or its users;
  • use, export, reverse-engineer, manipulate, or harm any individual or organization using any part of Swapnice;
  • collect or harvest information about users or content posted to Swapnice by any means
  • infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, “Intellectual Property Rights”) that belong to or are licensed to Swapped;
  • infringe any Intellectual Property Rights that belong to 3rd parties affected by your use of Swapnice
  • infringe any Intellectual Property Rights with the content you share or create on Swapnice

If we have reason to believe, in our sole discretion, you are not using Swapnice with accordance to the terms of this agreement, then we may take any technical or legal steps in order to prevent you, (or any other users thereafter), and/or make amends for anything resulting from such actions directly or indirectly.

4. Policy Enforcement

When an issue regarding a transaction or some other policy infringement occurs, we may consider what is best for Swapnice and our users in applying our policies. We may choose to be more lenient with enforcing some policies in an effort to do the right thing for Swapnice and its users.

5. Fees

There are fees for some uses of Swapnice. The fees we charge are prominently listed on Swapnice. We may change some of the fees by posting the changes on Swapnice 14 days in advance, but without notice for promotions or discounts that result in the reduction of fees. Fees are charged to your account that must have a payment method on file when accessing uses of Swapnice that involve fees. You must also pay all fees and applicable taxes associated with Swapnice by the payment due date. If your payment method fails or your account is past due, we may collect amounts owed by charging other payment methods on file with us, and retain collection agencies and legal counsel. You will also be subject to late fees. No fees on Swapnice purchase exclusive rights to item exposure on Swapnice.

6. Membership

If you purchase any Swapnice membership, your membership will continue month-to-month and automatically renew until terminated. In order to use Swapnice, you must have internet access, a capable device, a valid payment method, and an account registered to an eligible user. We may offer many different membership plans, including special promotional plans or memberships offered by third parties in conjunction with the provision of their own products or services. We are not responsible for the aforementioned 3rd party products or services and they may have differing limitations, which are disclosed at sign up and updated if they change. We reserve the right to change our membership plans or adjust pricing in anyway or time as we may determine in our sole and absolute discretion. We will post any changes to memberships at least 14 days in advance. The membership fees, and any other charges you may incur while you have a membership will be changed on a monthly basis to your payment method on the first day of each month. You can cancel your membership(s) at any time, and you will continue to have access to Swapnice memberships and its benefits at least to the end of the billing period.

7. About Refunds

Payments for fees or charges are nonrefundable and there are no refunds or credits for partially used membership periods. At any time, and for any reason, we may provide a refund, discount, or other consideration to users(“credits”). The amount and form of such credits, and the decision to provide them, are at our sole discretion. The provision of credits in one instance doesn’t entitle you to credits for similar instances, nor does it obligate us to provide any credits in the future.

8. Listing Conditions

When listing anything on Swapnice you agree that:

  • you are entirely responsible for the accuracy, content, and item(s) offered;
  • your listing may not be searchable or available until it is approved for Swapnice;
  • content that violates any policy may be altered, obfuscated, deleted, and denoted as such for Swapped;
  • appearance or placement of the listings is not guaranteed unless stated otherwise;
  • listing advice is provided as an optional recommendation and is to be considered as-is. You can choose to follow it or not.

9. User Swap/Transaction Conditions

In order to participate in a transaction, you agree that:

  • you are fully responsible for reading all communications about the offerings in the transaction and all communications from Swapped and the parties in the transaction sent securely through Swapnice;
  • after all users have accepted the terms of their transaction, they enter into a legally binding contract to complete the transaction according to the terms they have accepted, this includes going to the mutually approved location, exchanging the items offered, and following all terms of this User Agreement;
  • you are responsible for transferring legal ownership of the items offering in your transaction, and not Swapped

10. Payments for Transactions

In order to use the payment functionality of our application, you must open a "Dwolla Platform" account provided by Dwolla, Inc., you must be 18 years of age or older to use the payment services and you must accept the Dwolla Terms of Service (https://www.dwolla.com/legal/tos) and Privacy Policy (https://www.dwolla.com/legal/privacy). Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service (https://www.dwolla.com/legal/tos). You authorize us to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through our application, and Dwolla account notifications will be sent by us, not Dwolla. We will provide customer support for your Dwolla account activity, and can be reached at https://swapnice.com/document/contact, contact@swapped.shop and/or 1-312-315-0028.

11. Content

When you provide content to Swapnice, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with Swapnice or in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce against Swapped, our affiliates, our sublicensees, and their assignees your Intellectual Property Rights in that content in connection with Swapnice. You also represent and warrant that, for all content you provide, you own or otherwise control all necessary rights to so and to meet your obligations under this User Agreement. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. We also take no responsibility and assume no liability for any content provided by you or any third party. The name Swapnice and other Swapped marks, logos, designs, and phrases that we use in connection with Swapnice may not be used without the express written prior permission of Swapped.

12. Intellectual Property Violations and Copyright Infringement

We combat copyright infringement under the United States Digital Millennium Act. Swapped works to make sure that listings and other content on our site do not infringe on the copyright, trademark, or certain other intellectual property rights of third parties. If you have any information about any intellectual property rights infringement please let us know.

13. Holds

In order to protect Swapped from risk of liability for actions of our users, Swapnice has an irrevocable, permanent ability to restrict access to your account and any funds or information stored therein if we, by our sole discretion and without any consent from you, have reason to believe you are abusing Swapnice or have breached any terms in this User Agreement.

14. Authorization to Contact User

Swapped may contact any telephone number you provided via calls or text messages to: notify you about changes to your account, troubleshoot problems with your account, resolve a dispute, collect a debt, verify your identity, poll your opinions through surveys or questionnaires, service your account, or enforce this User Agreement, applicable law, or any other agreement we may have with you. Swapped may also contact you for marketing purposes if you consent to such communications. Swapped may collect other telephone numbers for you and make calls to any of those numbers. Standard telephone minute and text charges may apply, and may include overage fees if you have exceeded your plan limits. Swapped may, without further notice or warning and in its discretion, monitor or record telephone conversations or text messages you and anyone acting on your behalf shares with Swapped or its agents for quality control and training purposes, or for its own protection. Swapnice may store message contents in order to scan and analyze the contents to detect and prevent fraudulent activity or violations of this User Agreement.

15. Privacy of Others

If Swapnice or Swapped provides you with information about another user, you agree you will only use the information for the purposes for which it was provided to you. You may not disclose, sell, rent, or distribute a user’s information for purposes unrelated to Swapnice. Additionally, you may not use that information for marketing purposes.

16. Disclaimer and Liability

We try to keep Swapnice safe, secure, and functioning properly, but we cannot guarantee continuous operation and access to Swapnice. All functionality is subject to delays and downtime beyond Swapped’s control. You agree that you are using Swapnice at your own risk, and that they are provided on an “AS IS” and “AS AVAILABLE” basis. According to the extent permitted by applicable law, we exclude all express or implied warranties and terms and conditions. According to the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any damages or losses resulting, directly or indirectly from:

  • content you provide to Swapnice
  • your use of or inability to use Swapnice
  • guidance or advice provided from Swapped
  • delays or disruptions from Swapnice
  • malicious software obtained by accessing or linking to Swapnice
  • inaccuracies caused by glitches, bugs, or error of any kind in Swapnice
  • physical damages or any harm caused by using Swapnice to yourself, your property, or others
  • content, actions, or inactions of third parties
  • actions taken with respect to your account in the case of a breach to the User Agreement
  • the duration or manner of how content created by you is present on Swapnice
  • your need to modify practices, content, or behavior, or your loss of the ability to do so, as a result of changes to this User Agreement

Regardless of the previous parts of this section, if we are found to be liable, our liability to you or any third party is limited to the greater of $100 or the amount of fees in dispute not to exceed the total fees, which you paid to us in the 12 months prior to the action giving rise to the liability.

17. Release

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

18. Indemnity

You will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of Swapnice or your breach of any law or the rights of a third party.

19. Legal Dispute Resolution/Binding Arbitration/Class Action Waiver

You and Swapped agree that any claim or dispute at law or equity that has arisen, or may arise, between you and Swapped (including any claim or dispute between you and a third-party agent of Swapped) that relates in any way to or arises out of this or previous versions of this User Agreement, your use of or access to the Services, the actions of Swapped or its agents, or any products or services sold or purchased through the Services, will be resolved in accordance with the provisions set forth in this section. If you are a user in the United States, including its possessions and territories, you and Swapped agree that any dispute, claim or controversy arising out of or relating in anyway to Swapnice, this User Agreement, and this Arbitration Agreement, shall be determined by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award and nothing in this Arbitration Agreement shall be interpreted as limited any non-waivable statutory rights. You agree that, by agreeing to this User Agreement, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Swapped are each waiving the right to a trial by jury or to participate in a class action. This arbitration shall survive termination of this User Agreement and the termination of your account. If you elect to seek arbitration, you must first send to Swapped, by certified mail, a written Notice of your claim (“Notice”). The Notice must be addressed to Swapped at the aforementioned address. If Swapped initiates arbitration, we will send a written Notice to the email address used for your account. A Notice must describe the nature and basis of the claim or dispute and set forth the specific relief sought (“Demand”). If Swapped and you do not reach and agreement to resolve the claim within 30 days after the Notice is received, you or we may commence an arbitration proceeding. You may download or copy a form Notice and a form to initiate arbitration at www.adr.org. The arbitration will be governed and administered by the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”). The arbitrator is bound by the terms of this User Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless Swapped and you agree otherwise any hearings will take place in the county (or parish) of your residence. The arbitrator’s award shall be final and binding on all parties, except for the judicial review expressly permitted by law, or if the arbitrator’s award includes an award of injunctive relief against a part, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA rules. You and Swapnice agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding if this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

20. General

This User Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, U.S.A without regard to conflict of laws provisions. This User Agreement will not limit any consumer protection rights that you may be entitled to under the mandatory laws of your state of residence. Headings are for reference purposes only and they do no limit the scope of a section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee will be take actions against all breaches of this User Agreement. Swapped may be able to assist you by support tools through which we have access to your hardware or devices; if you do not want to give Swapped access to you should not consent to support through such methods and we will assist you by other means. In the event that any support provided by Swapped conflicts with any part of this User Agreement then this User Agreement will overrule and control those conflicts. If you create or use an account on behalf of a business entity, you agree that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this User Agreement. If any provision or provisions of this User Agreement shall be held to be invalid, illegal, unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect. Swapped may change this User Agreement and if such revisions will be effective immediately, however for existing users, such revisions, unless otherwise stated, be effective 30 days after posting. We may assign our agreement with you to any affiliated company or any entity that succeeds to all or substantially all of our business or assets related to Swapnice.

21. Contact Us

If you have any questions regarding the User Agreement explaining the terms of service please contact us at: https://swapnice.com/document/contact, contact@swapped.shop and/or 1-312-315-0028.