Terms of Use

Last updated June 15, 2019


To use the Swappa Site and Swappa Services, you must abide by these Terms of Use as well as any other written agreement(s) between Swappa, LLC and you.

Swappa, LLC reserves the right to change these Terms of Use from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review the Site and these Terms of Use. Your continued use of the Site and Swappa Services, as defined in these Terms of Use, after any such modifications will constitute acknowledgment and acceptance of the modified Terms of Use.

BY USING THE SITE AND SWAPPA SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF USE, PLEASE EXIT THE SITE AND DISCONTINUE USE OF THE SITE AND 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 AVAILABLE ON THE SITE, OR THESE TERMS OF USE, IS TO CEASE USING THE SITE, 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.

YOU ACKNOWLEDGE AND AGREE THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING AN INTERNET-BASED MARKETPLACE AND INTERACTING WITH OTHER USERS IN PERSON AS OUTLINED IN SECTION Q.

I. Swappa Terms of Use

PLEASE READ THESE TERMS OF USE 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 conditions and Terms of Use and agree to be bound by this Agreement.

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. Moreover, Swappa does not endorse or investigate each individual using Swappa, and, therefore, cannot guarantee the truth or accuracy of any information published by a user. Swappa is not responsible or liable for any data, advertising, interaction, products, goods or services available or unavailable from, or through, Swappa.  Swappa encourages each user to exercise caution and to communicate directly with potential transaction partners through the tools available on the Site.

B. Membership Eligibility

1. Age

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.

C. Compliance

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.

1. Compliance with Local Laws. You agree to comply with all local laws regarding online conduct and acceptable content.

2. Compliance 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 PayPal account.

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 Agreement.

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.

H. Privacy Policy

Please review our Privacy Policy at https://swappa.com/privacy, which governs your use of Swappa Services, to understand our practices.

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.

J. Marketplace Operation

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 Terms of Use. Like these Terms of Use, Swappa may change Swappa's Market 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 conflict between these Terms of Use and Swappa's Market Policies, Swappa's Market Policies shall supersede the Terms of Use and control use of the Site and the Marketplace.

1. Product 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 discretion.

2. Rejection or Removal of Listings. Swappa may, in its sole discretion and determination, reject or remove product listings without notice to the Seller.

3. No 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 these Terms of Use and any other rules of user conduct for the Site, or are otherwise harmful, objectionable or inaccurate. You expressly understand and agree that Swappa is not responsible for any delay in removing such postings.

4. Return 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 policy.

5. Binding 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.

6. Transaction Payments. Marketplace payments are to be made directly by the Buyer to the Seller in accordance with Swappa’s site-wide policies. Payment may be made via PayPal or another third-party payment provider as mutually agreed upon by the Buyer and Seller. Buyer may, by agreement with the Seller, elect to make payment by cash, check or other payment method accepted by Seller for sales completed in person. 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. Swappa collects its sale fee for providing the services of the Site; however, it is otherwise is not a party to such transactions, and does not facilitate such transactions, refunds or returns in any manner other than its sale fee, should it choose to refund in its sole discretion.

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 and disputes.

Communication between Buyer and Seller shall be conducted as outlined in Swappa's Market Policies relating to Buyer and Seller Communication.

8. Sale Fulfillment. The 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.

K. Third-Party 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 implied.

L. Prohibited, 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 Site.

M. Restricted Activities.

Your Content and your use of the Site or any other Swappa Services shall not:

1. Be false, inaccurate or misleading;

2. Be fraudulent or involve the sale of illegal, counterfeit or stolen items;

3. Infringe 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);

4. Violate 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);

5. Contain items that have been identified by the U.S. Consumer Products Safety Commission (ÒCPSCÓ) as hazardous to consumers and therefore subject to a recall;

6. Be 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;

7. Be obscene or contain child pornography;

8. Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;

9. Host images not part of a listing;

10. Modify, adapt or hack the Site or modify another website so as to falsely imply that it is associated with Swappa;

11. Appear to create liability for Swappa or cause Swappa to lose (in whole or in part) the services of Swappa's ISPs or other suppliers;

12. Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, the Privacy Policy, or other policy 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 or regulation, or that violates the Terms of Use.

N. Content

1. User's 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 accordance with Swappa's Privacy Policy.

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 physical mail list. For more information, see Swappa's Privacy Policy.

2. Swappa's 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.

3. Re-Posting 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.

4. Idea 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

1. No 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.

2. International 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.

3. Other 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

1. Disputes 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 matter of this Agreement and these Terms of Use.

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.

2. Disputes 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. Assumption of Risk

1. You acknowledge and agree that there are risks associated with utilizing an internet-based marketplace and interacting with other users in person. Swappa does not investigate or verify any user’s reputation, conduct, morality, criminal background, or any information users may submit to the services. You are solely responsible for taking all necessary precautions when interacting with other users, particularly when meeting a stranger in person for the first time. It is possible that other users may attempt to physically harm or defraud you or obtain information from you for fraudulent purposes. You are solely responsible for, and assume all risks related to, selling and buying through Swappa’s Services (including all online and offline interactions with other users).

2. Meeting Locations. Meeting locations, sometimes referred to as swap spots, are suggested locations, such as a police department or a local store, which are generally open and available to the public. Swappa does not independently verify the conditions at any such location, does not monitor meeting locations and does not warranty their safety or condition. You are solely responsible for your use of a community meeting areas, and any dispute arising out of that usage, including against any suggested community meeting location.

R. Swappa's Intellectual Property

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.

S. 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 compliance with Swappa's API Terms of Use or otherwise without Swappa's prior express written permission. Additionally, you agree that you will not:

1. Take any action that imposes, or may impose, in Swappa's sole discretion, an unreasonable or disproportionately large load on Swappa's infrastructure;

2. Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) from the Site except to the extent expressly permitted by and in compliance with Swappa's API Terms of Use or otherwise without the prior express written permission of Swappa and the appropriate third party, as applicable;

3. Interfere 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

T. Breach

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:

1. Swappa suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy, or other policy documents and community guidelines incorporated herein;

2. Swappa is unable to verify or authenticate any of your personal information or Content; or

3. Swappa 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.

U. Privacy

Except as provided in Swappa's Privacy Policy, Swappa will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. Swappa stores and processes Content on computers located in the United States that are protected by physical as well as technological security.

V. DISCLAIMER OF WARRANTIES

SWAPPA, SWAPPA'S 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.

W. 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.

X. INDEMNITY

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.

Y. 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 settings.

Z. 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).

AA. Confidentiality

1. Content and Communications With Swappa Treated as Non-Confidential. All information and communications sent by you to Swappa will be treated as non-confidential and non-proprietary (subject to Swappa's privacy policy). 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.

BB. Severability

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.

CC. 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.

DD. Modification or Termination of Swappa Services

Swappa reserves the right to modify or terminate any Swappa Service for any reason, without notice to you, at any time. Swappa reserves the right to alter these Terms of Use or other 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.

EE. 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 America.

FF. Notices

1. Notice to Swappa. Except as explicitly stated otherwise, any notices shall be given by postal mail to Swappa, LLC; Attn: Legal Department; 6014 NW Highway 9; Suite B; Parkville MO 64152. Notice shall be deemed given upon receipt by Swappa.

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.

GG. Disclosures

The services hereunder are offered by Swappa, LLC, 6324 N. Chatham Ave, #309, Kansas City, MO 64151.

HH. 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 hereof.