(Last updated March 9, 2015)
To use the Swappa Site and Swappa Services, you
between Swappa, LLC and you.
Swappa, LLC reserves the right to change these
acknowledge and agree that it is your responsibility to periodically review the
BY USING THE SITE AND SWAPPA SERVICES, YOU AGREE
SWAPPA SERVICES. YOUR SOLE REMEDY AGAINST SWAPPA, LLC AND ITS PARENT
COMPANIES, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES
FOR DISSATISFACTION WITH THE SITE, SWAPPA SERVICES, PRODUCTS OR OFFERINGS
SWAPPA SERVICES, AND/OR THOSE PARTICULAR PRODUCTS OR OFFERINGS WITH WHICH YOU
ARE DISSATISFIED. THESE TERMS ARE EFFECTIVE AND BINDING UPON YOU ONCE YOU
USE THE SITE OR ANY SWAPPA SERVICES.
CAREFULLY BEFORE USING THE WEBSITE AND SERVICES OFFERED BY SWAPPA, LLC
("SWAPPA"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND
CONDITIONS FOR YOUR USE OF THE WEBSITE AT https://swappa.com (THE
"SITE") AND ALL SERVICES PROVIDED BY SWAPPA, LLC ON THE SITE.
Swappa and/or its affiliates provide website features and other
products and services to you when you visit or shop at https://swappa.com, use
Swappa products or services, use Swappa applications for mobile, or use
software provided by Swappa in connection with any of the foregoing
(collectively, ÒSwappa ServicesÓ). Swappa provides the Swappa Services
subject to the following terms and conditions.
By using the Swappa Services in any manner, including but not
limited to visiting or browsing the Site, you (the "user" or
"you") agree to be bound by this Agreement, including those
additional terms and conditions and policies referenced herein and/or available
by hyperlink. This Agreement applies to all users of Swappa Services, including
without limitation users who are vendors, customers, merchants, contributors of
content, information and other materials or services on the Site.
If you have any questions, please refer to the Help section of the
Site. By using Swappa Services and/or the Site, you agree to these
A. The Site Is a Venue
You agree that the Site is
a venue. As such, Swappa is not responsible or liable for any content
(e.g., data, text, information, usernames, graphics, images, photographs,
profiles, audio, video, items, and links) posted by you, other users, or
outside parties on the Site. You use the Site and any other Swappa Services at
your own risk.
The Site is a venue to
allow users who comply with Swappa's policies to offer, sell and buy certain
electronic goods within a fixed-price format. Swappa is not directly involved
in the transaction between buyers and sellers. As a result, Swappa has no
control over the quality, safety, morality or legality of any aspect of the
items listed, the truth or accuracy of the listings, the ability of sellers to
sell items or the ability of buyers to pay for items. Swappa does not
pre-screen users or the content or information provided by users. Swappa cannot
ensure that a buyer or seller will actually complete a transaction.
Swappa holds no right, title, or interest in any products or items listed on the Site and does not transfer legal
ownership of items from the seller to the buyer.
Swappa does not verify and
cannot guarantee the true identity, age, and nationality of a user. Swappa
encourages each user to communicate directly with potential transaction
partners through the tools available on the Site.
B. Membership Eligibility
a. Swappa Services are available only to, and may only be used by,
individuals who are 18 years or older who can form legally binding contracts
under applicable law. By using the Site or any Swappa Services, you represent
and warrant that you are at least 18 years old and that all registration
information you submit is accurate and truthful. Swappa may, in its sole
discretion, refuse to offer access to or use of the Site or any Swappa Services
to any person or entity. Moreover, Swappa may change its user eligibility
criteria at any time. This provision is void where prohibited by law, and the
right to access the Site is revoked in such jurisdictions.
b. Individuals under the age of 18 must at all times use the Site or
any other Swappa Services only in conjunction with and under the supervision of
a parent or legal guardian who is at least 18 years of age. In all cases, the
adult is the user and is responsible for any and all activities.
You agree to abide by
Swappa's policies as stated in this Agreement and the Swappa policy documents
listed below (if applicable to your activities on or use of the Site), as well
as all other operating rules, policies and procedures that may be published
from time to time on the Site by Swappa, each of which is incorporated herein
by reference and each of which may be updated by Swappa from time to time
without notice to you.
with Local Laws. You agree to comply with all local laws regarding
online conduct and acceptable content.
with Tax Laws. You are responsible for all applicable taxes.
D. Password. Keep your password secure. You are fully responsible for
all activity, liability and damage resulting from your failure to maintain
password confidentiality. You agree to immediately notify Swappa of any
unauthorized use of your password or any breach of security. You also agree
that Swappa cannot and will not be liable for any loss or damage arising from
your failure to keep your password secure. You agree not to provide your
username and password information to any other party other than Swappa without
Swappa's express written permission.
E. Account Information. You must keep your account information up-to-date and
accurate at all times, including a valid email address. To sell items on the
Site, you must provide and maintain valid payment information such as a valid
F. Account Transfer. You may not transfer or sell your Swappa account and User
ID to any other party. If you are registering as a business entity, you
personally guarantee that you have the authority to bind the entity to this
G. Right to Refuse Service. Swappa may refuse service to or for any user, for any
reason, at any time. Swappa reserves the right, in Swappa's sole discretion, to
temporarily or indefinitely suspended users of the Site or other Swappa
Services. Swappa reserves the right, in Swappa's sole discretion, to cancel
unconfirmed or inactive accounts.
I. Fees Policy
Joining and creating a
listing on the Site is free. Swappa may charge fees for listing an item for
sale, as well as a fee for the sale price when the item sells. When you list an
item, you have an opportunity to review and accept the fees that you will be
charged. Swappa's Fees Policy (available online at https://swappa.com/policies ), which is subject to
change at any time without notice to you, is incorporated into this Agreement
by reference. Changes to the Fees Policy and the fees for Swappa's services are
effective upon being published on the Site. However, Swappa may choose to
temporarily change the Fees Policy and the fees for Swappa's services for
promotional events (e.g., free listing days). Such changes are effective
when Swappa posts the temporary promotional event on the Site. Swappa may, at
Swappa's sole discretion, change some or all of Swappa's services at any time.
In the event Swappa introduces a new service, the fees for that service are
effective at the launch of the service. Unless otherwise stated, all fees are
quoted in US Dollars (USD).
You are responsible for
paying all fees and applicable taxes associated with using the Site or any
other Swappa Services.
In addition to these Terms
of Use, you agree to the procedures and guidelines contained Swappa's Market
Policies (available online at https://swappa.com/policies),which are incorporated by reference into and made part of, these
Policies without notice to you, and any such changes will be effective
immediately upon posting, regardless of whether or not you received notice of
such change(s). You should refer regularly to Swappa's Market Policies to
understand the current procedures and guidelines. In the event there is a
and the Marketplace.
Listings. By listing an item on the Site, you warrant that you and
all aspects of the item comply with Swappa's published policies. You also
warrant that you may legally sell the item. You must accurately describe your
item and all terms of sale. You are responsible for ensuring accuracy of all
product listings, including but not limited to, pricing, model numbers,
descriptions, images, available quantities, and item condition. Each listing
must accurately and completely describe the item/items for sale in that
listing. Each unique item must have its own listing. You are
responsible for setting the listing price of each item to include
shipping costs in accordance with Swappa's Sale Fulfillment policies.
Swappa may add a fee to any listing price for selling services.
Your listings may only include text descriptions, graphics,
pictures and other content relevant to the sale of that item. Swappa may
reject and remove from the Site any text descriptions, graphics, pictures and
other content posted by any user of the Site or other Swappa Services at its
2. Rejection or Removal of Listings. Swappa may, in its
sole discretion and determination, reject or remove product listings without
notice to the Seller.
Endorsement by Swappa. Swappa neither endorses nor assumes any
liability for any material uploaded or submitted by users on any part of the
Site. Swappa and its agents reserve the right to remove any and all postings
or listings that Swappa determines, in its sole discretion, do not comply with
otherwise harmful, objectionable or inaccurate. You expressly
understand and agree that Swappa is not responsible for any delay in removing
Policies. All sellers are urged to outline return policies for their
listing. Sellers must create reasonable policies in good faith and must abide
by such policies. All return policies must comply with Swappa's site-wide
policies. Sellers are responsible for enforcing their own reasonable policies.
Swappa reserves the right to request that a seller modify a listing return
Sale. All sales are binding. The seller is obligated to ship the
order or otherwise complete the transaction with the buyer in a prompt manner.
A sale may be voided under circumstances defined in Swappa's Market Policies
relating to Sale Voidance.
Payments. Marketplace payments are to be made directly by the Buyer
to the Seller via PayPal or another third-party payment provider as mutually
agreed upon by the Buyer and Seller. Seller is solely responsible for
ensuring proper payment is received from Buyer, including any necessary taxes
and shipping expenses, before fulfilling the sale. Swappa shall not be
liable for any consequential, incidental, special, punitive or indirect damages
incurred by Buyer or Seller for insufficient payments or Seller's failure to
ensure that proper payment was received from Buyer.
7. Buyer and Seller Communication. Seller is
responsible for providing support for any sale-related issues beyond
functionality of the Site or the Swappa Marketplace. As a condition of using
the Site and the Swappa Marketplace, Sellers agree to use his/her/its best
efforts to offer support and assistance in the resolution of Buyers' concerns
Communication between Buyer and Seller shall be conducted as
outlined in Swappa's Market Policies relating to Buyer and Seller
Seller is obligated to fulfill the order or otherwise complete the transaction
with the Buyer in a prompt manner in accordance with Swappa's Market Policies
relating to Sale Fulfillment.
Sites and Information.
The Site may redirect or
link to other websites on the Internet, or may otherwise include references to
information, products or services made available by unaffiliated third parties.
While Swappa makes every effort to work with trusted, reputable
providers, from time to time such sites may contain information, material or
policies that some may find inappropriate or personally objectionable.
You understand and agree that Swappa is not responsible for the accuracy,
completeness, decency or legality of content hosted by third party websites,
nor is Swappa responsible for errors or omissions in any references made on
those websites. The inclusion of such a link or reference is provided
merely as a convenience and does not imply endorsement of, or association with
the Site or party by Swappa, or any warranty of any kind, either express or
Questionable and Infringing Items and Activities
You are solely responsible
for your conduct and activities on the Site and/or conduct or activities
relating to or regarding any Swappa Services. You are also solely
responsible for any and all data, text, information, usernames, graphics,
images, photographs, profiles, audio, video, items, and links (together,
"Content") that you submit, post, and display on the
M. Restricted Activities.
Your Content and your use of the Site or any other Swappa Services
false, inaccurate or misleading;
fraudulent or involve the sale of illegal, counterfeit or stolen items;
upon any third-party's copyright, patent, trademark, trade secret or other
proprietary or intellectual property rights or rights of publicity or privacy (see
also Swappa's Copyright and Intellectual Property Policy);
this Agreement, any site policy or community guidelines, or any applicable law,
statute, ordinance or regulation (including, but not limited to, those
governing export control, consumer protection, unfair competition,
anti-discrimination or false advertising);
items that have been identified by the U.S. Consumer Products Safety Commission
(ÒCPSCÓ) as hazardous to consumers and therefore subject to a recall;
defamatory, trade libelous, unlawfully threatening, unlawfully harassing,
impersonate or intimidate any person (including Swappa staff or other users),
or falsely state or otherwise misrepresent your affiliation with any person,
through, for example, the use of similar email address, nicknames, or creation
of false account(s) or any other method or device;
obscene or contain child pornography;
or transmit any code of a destructive nature that may damage, detrimentally
interfere with, surreptitiously intercept or expropriate any system, data or
images not part of a listing;
adapt or hack the Site or modify another website so as to falsely imply that it
is associated with Swappa;
to create liability for Swappa or cause Swappa to lose (in whole or in part)
the services of Swappa's ISPs or other suppliers;
directly or indirectly, reference or contain descriptions of goods or services
documents as posted on Swappa.
Furthermore, you may not
list any item on the Site (or consummate any transaction that was initiated
using Swappa Services) that, by paying to Swappa the listing fee or the final
value fee, could cause Swappa to violate any applicable law, statute, ordinance
Grant of License In Favor of Swappa. Swappa does not claim ownership
rights in your Content. You grant Swappa a license to use any information or
Content you supply, but you agree that Swappa is not violating any rights
you might have in any information or Content you supply to Swappa. You
grant Swappa a non-exclusive, worldwide, perpetual, irrevocable, royalty-free,
sublicensable (through multiple tiers) right to exercise the copyright,
publicity, and database rights you have in the Content, in any media now known
or not currently known, with respect to your Content. You agree to allow Swappa
to store or re-format your Content on the Site and display your Content on the
Site in any way Swappa chooses. Swappa will only use personal information in
As part of a transaction, you may obtain personal information,
including email address and shipping information, from another Swappa user.
Without obtaining prior permission from the other user, this personal information
shall only be used for that transaction or for Swappa-related communications.
Swappa has not granted you a license to use the information for unsolicited
commercial messages. Without limiting the foregoing, without express consent
from the user, you are not licensed to add any Swappa user to your email or
Grant of License in Favor of User. Subject to your compliance with the
Terms and Conditions, this Agreement, and your payment of any applicable fees,
Swappa or its content providers grant you a limited, non-exclusive,
non-transferable, non-sublicensable license to access and make personal and
non-commercial use of the Site. This license does not include any resale or
commercial use of any Swappa Service, or its contents; any collection and use
of any product listings, descriptions, or prices; any derivative use of any
Swappa Service or its contents; any downloading or copying of account
information for the benefit of another user, seller, buyer or merchant; or any
use of data mining, robots, or similar data gathering and extraction tools. All
rights not expressly granted to you in this Agreement are reserved and retained
by Swappa or its licensors, suppliers, publishers, rightsholders, or other
content providers. No Swappa Service, nor any part of any Swappa Service, may
be reproduced, duplicated, copied, sold, resold, visited, or otherwise
exploited for any commercial purpose without express written consent of Swappa.
You may not frame or utilize framing techniques to enclose any trademark, logo,
or other proprietary information (including images, text, page layout, or form)
of Swappa without express written consent. You may not use any meta tags or any other "hidden text" utilizing
Swappa's name or trademarks without the express written consent of Swappa. You
may not misuse the Site or any Swappa Services. You may use the Site and any
other Swappa Services only as permitted by law. The licenses granted by Swappa
terminate if you do not comply with this Agreement.
Content. By posting Content on the Site, it is possible for an
outside website or a third party to re-post that Content. You agree to
indemnify, defend, and hold Swappa harmless for any dispute concerning this
use. If you choose to display your own Swappa-hosted image on another website,
the image must provide a link back to its listing page on Swappa.
Submissions. Swappa considers any unsolicited suggestions, ideas,
proposals or other material submitted to it by users via the Site or otherwise
(other than the Content and the tangible items sold on the Site by users)
(collectively, the "Material") to be non-confidential and
non-proprietary, and Swappa shall not be liable for the disclosure or use of
such Material. If, at Swappa's request, any member sends Material to improve
the site (for example through the Forums or to customer support), Swappa will
also consider that Material to be non-confidential and non-proprietary, and
Swappa will not be liable for use or disclosure of the Material. Any
communication by you to Swappa is subject to this Agreement. You agree to
grant, and hereby do grant, to Swappa, under all of your rights in the
Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free,
fully-paid, sublicensable and transferable right and license to incorporate,
use, publish and exploit such Material for any purpose whatsoever, commercial
or otherwise, including but not limited to incorporating it in the API, documentation,
or any product or service, without compensation or accounting to you and
without further recourse by you.
O. Information Control
Control of Content by Swappa. Swappa does not control the Content
provided by users that is made available on Swappa. You may find some Content
to be offensive, harmful, inaccurate, or deceptive. There are also risks of
dealing with underage persons or people acting under false pretense. By
using the Site or any Swappa Service, you assume all risk.
Transactions. There may be risks dealing with international trade and
foreign nationals. By using the Site or any Swappa Service, you agree to accept
such risks and you expressly agree that Swappa (and Swappa's officers,
directors, agents, subsidiaries, joint ventures and employees) is not
responsible for acts or omissions of users on the Site. Please use caution,
common sense, and practice safe buying and selling when using the Site.
Resources. Swappa is not responsible for the availability of outside
websites or resources linked to or referenced on the Site. Swappa does not
endorse and is not responsible or liable for any content, advertising,
products, or other materials on or available from such websites or resources. You
agree that Swappa shall not be responsible or liable, directly or indirectly,
for any damage or loss caused or alleged to be caused by or in connection with
the use of or reliance on any such content, goods or services available on or
through any such websites or resources.
P. Resolution of
Disputes and Release
with Swappa. In the event a dispute arises between you and Swappa,
please contact Swappa. Any dispute arising from or relating to the
subject matter of this Agreement shall be litigated in the Circuit Court of
Platte County, Missouri or in the U.S. Distrct Court for the Western District
of Missouri. The Site (excluding any third-party sites)
is controlled by Swappa from its offices in Missouri, and the statutes
and laws of the State of Missouri shall be controlling, without regard to the
conflicts of laws principles thereof. You agree and hereby submit to the
exclusive personal jurisdiction and venue of the Circuit Court of Platte
County, Missouri or the U.S. District Court for the Western District of
Missouri with respect to any disputes arising from or relating to the subject
Use of the Site is not authorized in any jurisdiction that does
not give effect to all provisions of the Agreement, including without
limitation, this section. You and Swappa agree that any cause of action
arising out of or related to the Site (including, but not limited to, any
services provided or made available therein) or this Agreement must commence
within one (1) year after the cause of action arose; otherwise, such cause of
action is permanently barred.
with Users or Third Parties. In the event a dispute arises between
you and another user or a third party, Swappa has no obligation to resolve or
to attempt to resolve such dispute. You release Swappa and its officers,
directors, agents, subsidiaries, joint ventures and employees from any and all
claims, demands and damages (actual and/or consequential) of every kind and
nature, known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way connected with any dispute between
you and another user or a third party. Swappa encourages users to
report user-to-user disputes to your local law enforcement, postmaster general,
or a certified mediation or arbitration entity, as applicable.
Swappa may, for the benefit of users, try to help users resolve
disputes. However, Swappa does so in its sole discretion, and Swappa has no
obligation to resolve disputes between users or between users and outside
parties. To the extent Swappa attempts to resolve a dispute, Swappa will do so
in good faith based solely on Swappa's policies. Swappa will not make judgments
regarding legal issues or claims.
Q. Swappa's Intellectual
Swappa, and other Swappa
graphics, logos, designs, page headers, button icons, scripts, and service
names are registered trademarks, trademarks or trade dress of Swappa, LLC in
the U.S. and/or other countries. Swappa's trademarks and trade dress may not be
used, including as part of trademarks and/or as part of domain names or email
addresses, in connection with any product or service in any manner that is
likely to cause confusion.
R. Access and Interference
Swappa may contain robot
exclusion headers that contain internal rules for software usage. Much of the
information on the Site is updated on a real-time basis and is proprietary or is
licensed to Swappa by Swappa's users or third parties. You agree that you will
not use any robot, spider, scraper or other automated means to access the Site
for any purpose whatsoever, except to the extent expressly permitted by and in
express written permission. Additionally, you agree that you will not:
any action that imposes, or may impose, in Swappa's sole discretion, an
unreasonable or disproportionately large load on Swappa's infrastructure;
reproduce, modify, create derivative works from, distribute or publicly display
any user Content (except for your Content) from the Site except to the extent
otherwise without the prior express written permission of Swappa and the
appropriate third party, as applicable;
or attempt to interfere with the proper working of the Site or any activities
conducted on the Site; or
4. Bypass Swappa's robot exclusion headers or other measures
Swappa may use to prevent or restrict access to the Site
Without limiting any other
remedies, Swappa may, without notice, and without refunding any fees, delay or
immediately remove Content, warn Swappa's community of a user's actions, issue
a warning to a user, temporarily suspend a user, temporarily or indefinitely
suspend a user's account privileges, terminate a user's account, prohibit
access to the Site, and take technical and legal steps to keep a user off the
Site and refuse to provide services to a user if any of the following apply:
suspects (by information, investigation, conviction, settlement, insurance or
escrow investigation, or otherwise) a user has breached this Agreement, the
is unable to verify or authenticate any of your personal information or
believes that a user is acting inconsistently with the letter or spirit of
Swappa's policies, has engaged in improper or fraudulent activity on the Site
or in connection with Swappa or the actions may cause legal liability or
financial loss to Swappa's users or to Swappa.
Except as provided in
explicit consent. Swappa stores and processes Content
on computers located in the United States that are protected by physical as
well as technological security.
U. DISCLAIMER OF WARRANTIES
SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SWAPPA'S SUPPLIERS PROVIDE
THE SITE AND SWAPPA SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR
CONDITION, EXPRESS, IMPLIED OR STATUTORY. SWAPPA, SWAPPA'S SUBSIDIARIES,
OFFICERS, DIRECTORS, EMPLOYEES AND SWAPPA'S SUPPLIERS SPECIFICALLY DISCLAIM ANY
IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT.
THE SITE, SWAPPA SERVICES,
AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND
OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE
OR THROUGH SWAPPA SERVICES ARE PROVIDED BY SWAPPA ON AN "AS IS" AND
"AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. SWAPPA
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO
ANY SWAPPA SERVICES, THE OPERATION OF THE SITE, OR THE INFORMATION, CONTENT,
MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR
OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE OR OTHER SWAPPA SERVICES, UNLESS
OTHERWISE SPECIFIED IN WRITING.
YOU EXPRESSLY AGREE THAT
YOUR USE OF THE SITE AND/OR SWAPPA SERVICES IS AT YOUR SOLE RISK.
TO THE FULL EXTENT
PERMISSIBLE BY APPLICABLE LAW, SWAPPA DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. SWAPPA DOES NOT WARRANT THAT THE SITE OR
SWAPPA SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE)
OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE
SITE, SWAPPA'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM SWAPPA ARE FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS. SWAPPA WILL NOT BE LIABLE FOR ANY
DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY SWAPPA SERVICES, OR FROM ANY INFORMATION,
CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON
OR OTHERWISE MADE AVAILABLE TO YOU, INCLUDING, BUT NOT LIMITED TO DIRECT,
INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE
SPECIFIED IN WRITING.
FURTHER, SWAPPA SHALL NOT
BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OFFERINGS OR CONTENT ON
THE SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH A THIRD
PARTY THROUGH THE SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR
WRITTEN) OBTAINED BY YOU FROM SWAPPA SHALL CREATE ANY WARRANTY.CERTAIN STATE
LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR
LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE
ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU
MIGHT HAVE ADDITIONAL RIGHTS. PLEASE CONSULT THE LAW IN YOUR JURISDICTION.
V. LIMITATION OF LIABILITY
IN NO EVENT SHALL SWAPPA
AND/OR (AS APPLICABLE) SWAPPA'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR
SWAPPA'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT,
INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING
OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE
USE OF THE SITE, SWAPPA SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES.
SWAPPA'S LIABILITY, AND (AS
APPLICABLE) THE LIABILITY OF SWAPPA'S SUBSIDIARIES, OFFICERS, DIRECTORS,
EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS
LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO SWAPPA IN THE 12
MONTHS PRIOR TO THE ACTION OR EVENT GIVING RISE TO LIABILITY, AND (B) $100.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO
YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
YOU AGREE TO DEFEND,
INDEMNIFY AND HOLD SWAPPA AND (AS APPLICABLE) SWAPPA'S PARENT COMPANIES,
SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS
FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES,
MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OR MISUSE OF THE SITE
OR ANY SWAPPA SERVICES, YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT
INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A
THIRD PARTY. SWAPPA RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE
EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO
INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH SWAPPA IN
ASSERTING ANY AVAILABLE DEFENSES.
X. No Guarantee
Swappa does not guarantee
continuous, uninterrupted access to the Site. Operation of the Site may
be interfered with by numerous factors outside Swappa's control. You
understand and agree that temporary interruptions of the site may occur as
normal events that are out of Swappa's control. You also understand and
agree that Swappa has no control over the third-party networks or service(s)
that Swappa may use to provide the Site and/or Swappa Services to you.
You agree that the Site and any Swappa Services are provided ÒAS ISÓ and
that Swappa assumes no responsibility for the timeliness, deletion,
mis-delivery or failure to store any user communications or personalization
Y. Legal Compliance; Taxes
Your use of the Site and any
Swappa Service is subject to all applicable laws and regulations. You
shall comply with all applicable domestic and international laws, statutes,
ordinances and regulations regarding your use of the Site and any Swappa
Service and, if applicable, your listing, purchase, solicitation of offers to
purchase, and sale of items. In addition, you shall be responsible for paying
any and all taxes applicable to any purchases or sales of items you make on the
Site (excluding any taxes on Swappa's net income).
1. Content and
Communications With Swappa Treated as Non-Confidential. All
information and communications sent by you to Swappa will be treated as
Please do not submit confidential or proprietary information to Swappa
(including patentable ideas, new content suggestions or business proposals)
unless you and Swappa have mutually agreed in writing otherwise. Idea and
information that Swappa receives unsolicited will be treated as property owned
by Swappa and will not be returned to you.
2. Compliance With
Law Enforcement and Other Investigative Agencies. Swappa does not
routinely inspect or disclose any information or communications received from
users. However, Swappa makes every effort to comply with law enforcement
officials or other investigative agencies to prevent crime and/or the sale of
stolen goods or products on the Site. Swappa reserves the right to
inspect or disclose to any third party and for any reason whatsoever any
information provided by you to Swappa, including but not limited to, compliance
with the Electronic Communications Privacy Act, 18 U.S.C. ¤ 2510, et seq.
or as otherwise required by law or by court or governmental order.
If any provision of this
Agreement is held unenforceable, then such provision will be modified to
reflect the parties' intention. All remaining provisions of this Agreement
shall remain in full force and effect.
AA. No Agency
You and Swappa are
independent contractors, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or created
by this Agreement.
BB. Modification or Termination of Swappa
Swappa reserves the right to
modify or terminate any Swappa Service for any reason, without notice to you,
Site policies at any time without notice to you, so please review the policies
frequently. If Swappa makes a material change to this Agreement or to its Terms
of Service, Swappa will attempt to notify you here, by email, by means of a
notice on Swappa's home page, or other place(s) Swappa deems appropriate. What
constitutes a "material change" will be determined at Swappa's sole
discretion, in good faith, and using common sense and reasonable judgment.
CC. Choice of Law
This Agreement shall in all
respects be interpreted and construed with and by the laws of the State of
Missouri, excluding its conflicts of laws rules, and the United States of
1. Notice to Swappa. Except as
explicitly stated otherwise, any notices shall be given by postal mail to
Swappa, LLC; Attn: Legal Department; 6324 N Chatham Ave, #309; Kansas City, MO
64151. Notice shall be deemed given upon receipt by Swappa.
For issues with
intellectual property, you must provide notice as specified in Swappa's
Copyright and Intellectual Property Policy.
2. Notice to User(s). Except as explicitly stated otherwise, any notices shall be given by Swappa to you at the email
address you provide to Swappa either during the registration process or when
your email address changes. Notice shall be deemed given 24 hours after the
email is sent. Alternatively, Swappa may give you
notice by certified mail, postage prepaid and return receipt requested, to the
address provided to Swappa. In such case, notice shall be deemed given three
days after the date of mailing.
The services hereunder are
offered by Swappa, LLC, 6324 N. Chatham Ave, #309,
Kansas City, MO 64151.
FF. Entire Agreement
This Agreement contains the entire agreement and understanding of
the parties with respect to its subject matter and supersedes any prior or
contemporaneous written or oral representations, discussions, proposals,
understandings, Terms of Service, and the like respecting the subject matter