The following sets forth the terms and conditions on which swapden offers you access to the services that are available under the domain / sub-domains of www.swapden.com (the "Site"). Please read these terms and conditions. Your using of this Site constitutes your agreement to all of the terms and conditions contained herein. If you do not agree with any of the terms & conditions, please do not access or use the Site.
You must read, agree with and accept all of the terms and conditions listed herein, whether directly or by reference, to use the Site. This User Agreement can be amended or modified at any time without prior notice by posting any new terms and conditions on the Site. Unless expressly stated to the contrary, all amendments and modifications will take effect immediately at the time of their posting. This User Agreement cannot be otherwise amended or modified without the signed written consent of swapden and the user. The terms and conditions of our Privacy Policy are incorporated in this User Agreement by reference. This User Agreement is effective with respect any user of the Site when that user registers on the Site and logs in. The term swapden incorporates in its entirety the corporate group that owns and operates the Site, including all subsidiaries, affiliates and agents. Capitalized terms not defined in this User Agreement have the same meanings as such terms have on the Site. Unless expressly stated otherwise, the term "item" is deemed to refer to the services or goods.
Registration for personal Use
Individual users must register in their own names. To not so register constitutes fraud and may be subject to criminal prosecution. It is expressly prohibited for a user to register in another name, real or fictitious.
Individual Account
swapden has the right to limit the number of accounts a user may have for a single address or household when in our sole judgment this limitation is necessary to protect our users from fraud. No individual user can have more than one trading account at the same time. A user is prohibited from sharing their account password with other persons.
Eligibility
Without limitation, our services are not available to children under the age of 18 unless they use our services in conjunction with and under the supervision of a parent or guardian, and under no circumstances can children under the age of 13 use our services without the supervision of a parent or guardian. Only individuals who can form legally binding contracts under applicable law are eligible to use our services. Our services are not available to users who have been temporarily or permanently suspended from the Site. Your User ID and your swapden account cannot be sold, transferred or assigned to another person. If you register as a business, you are representing that you have the legal authority to bind that business in connection with its use of our services and to this User Agreement.
Security
A user is responsible for all activities associated with the use of their password. A user is required to maintain the confidentiality of their password. A user is prohibited from sharing their account password with other persons. swapden is not responsible for unauthorized activities on your account and you may be liable for any charges that arise as a consequence of such activities.
Verification
swapden may utilize a variety of techniques to verify the accuracy of the information that is provided by our users when they register on the Site. Nevertheless, we do not and cannot verify with certainty the identity of each user and no assurance can be given that the purported identity of a user is their real identity.
trading / swapping
swapden is an Internet based platform that supports two party and multi-party trading. We cannot and will not review each item that is posted to the Site. The Site is limited to the facilitation of trades by providing features that enable our users to identify trading opportunities and by providing a venue for the successful completion of their trades. swapden is not a party to a trade. We are not your trading partner therefore; we are not responsible for and have no control over the accuracy of the information provided in connection with the posting of any item; safety or legality of any item that is traded; the quality or condition of any item traded; or of the ability of any user to enter into a commitment to trade. We do not and cannot assure the completion of a trade, including the actual delivery of the items that are to be exchanged. Further, in the event of a dispute between users, the users agree to release swapden, its directors, officers, employees, and agents, from any and all claims, demands and damages that may arise, directly or indirectly, from such disputes. The user agrees to hold swapden harmless for any violation of law or regulations that arises from their posting of an item or their trading of an item if and to the extent that such action results in civil or criminal liability. We do not transfer legal ownership of items from one user to the other, and this User Agreement does not in any way modify the laws and regulations that govern the transfer of the legal ownership of an item by its physical delivery or otherwise, including, without limitation, the laws and regulations that govern transfer of title to real property.
Rules of Conduct
A user of the Site hereby agrees to the following rules of conduct:
A user will not engage in fraudulent trading practices (including, without limitation, offering products or services identified by government agencies to have a high likelihood of being fraudulent or not shipping an item when obligated to do so and not acknowledging the delivery of an item when actually received).
A user will not post content or trade items that are illegal or otherwise prohibited by this User Agreement or by applicable laws and regulations. A user will only post items on the Site that they can legally trade. A user will not post content on the Site that infringes on the legal rights of third parties.
A user will not post content or trade items that are pornographic or otherwise sexually explicit in nature.
A user will not knowingly post false, misleading, inaccurate, libelous or defamatory content, or content that is unlawfully threatening or harassing, or content that disparages the Site or its users in an uncritical or unconstructive manner, including without limitation, in their personal information in their Profile, in their description of their trading experience in their Feedback, and in their questions and answers in Q&A.
A user will in good faith post items only in their appropriate areas and appropriate categories on the Site.
A user will describe each of their items accurately and fairly as to type, including condition, attributes, and other factors that may be relevant to the decision of another user to trade for that item.
A user will take no action or cause any action to be taken which compromises the integrity of the feedback they receive or that is received by other users.
A user will access the Site and use our services only for the purpose of potentially or actually acquiring items posted on the Site or trading their items on the Site and not, for example, but without limitation, to directly or indirectly promote or benefit a competitive enterprise.
If an item is expressly for lease or loan, including the temporary use of real estate, the item will be delivered in clean and serviceable condition and as described by its owner. The user who has borrowed or otherwise bargained for the temporary use of an item will return the item in the same condition in which it was received; if the item is damaged, the user will promptly notify its owner of the damage and will be liable for its repair or replacement. In the case of the use of real estate, the agreed upon dates of exchange cannot be changed without the consent of the owner of the property, which consent will not be unreasonably withheld.
A user is obligated to complete a trade once they have entered into a trade agreement, i.e., when their trade has been Confirmed, unless there is clear evidence that there has been material misinformation relating to their basis for the trade (such as a typographical error that substantially changes the description of the item). The obligation of a user to complete a trade includes the prompt and safe delivery of their item to their trading partner at the address designated for its receipt. A user will ship their items in a manner and time consistent with the provisions of this User Agreement. By either Accepting an offer or Confirming a trade, a user agrees to be bound by the conditions of the trade unless the conditions are contrary to applicable law and regulations, or are in violation of this User Agreement. Unless an item is expressly for lease or loan, or involves real estate or a service, or the trading partners have expressly agreed otherwise, a user will become the legal owner of an item at the time of its physical receipt in accordance with the Florida State Uniform Commercial Code.
A user will not value their item incorrectly or otherwise manipulate or circumvent swapden's fee structure to avoid or reduce their payment of applicable fees, and will do whatever is reasonably necessary to assure their timely payment of any and all fees owed to swapden.
A user will not post or distribute, or knowingly cooperate in the posting or distribution of, spam, or post or distribute any promotional materials not directly related to their trading activities on the Site.
A user will not distribute, or knowingly cooperate in the distribution of, viruses or other technologies that may damage the Site, or the other users of the Site.
A user will not in any way interfere with the proper working of the Site or another user's ability to trade on the Site.
A user will take no action that may impose, in the sole discretion of swapden, a disproportionate or unreasonable demand on the Site's infrastructure.
A user will not employ any off-line reader, scraper, robot, spider, or other automated means to access the Site without the express consent of swapden. swapden hereby consents to the use of spiders by public search engines for the sole purpose of creating publicly available indices of information on the Site, excluding such information as may be personally identifiable to users. We reserve the right to revoke this exception at any time, either in its entirety or for specific circumstances.
A user will not directly or indirectly collect information about other users of the Site without their express consent or distribute their personal information in violation of applicable laws.
A user will not modify, copy, distribute, create derivative works from, or publicly display content from the Site that they did not originate, or modify, copy, distribute, create derivative works from, or publicly display the copyrights and trademarks of swapden, or otherwise infringe on any patent, trademark, trade secret, copyright, or other proprietary rights under the laws of any jurisdiction.
A user will not otherwise violate any laws or regulations that may be applicable to their trading activities, the rights of other users, including their rights to privacy or publicity, or the policies of swapden as set forth in this User Agreement or in our Privacy Policy.
Restricted Activities
swapden is a cashless trading site. The buying or selling of items is prohibited. Money, including any banknotes or coins issued by a governmental entity and accepted as a medium of exchange and measure of value, cannot be used in or made part of a trade for the purpose of facilitating the trade. (This is not intended to prohibit the trading of collectible coins or banknotes.)
The trading of certain items may be restricted or prohibited under the importation and exportation laws and regulations of various jurisdictions or under laws and regulations governing the transfer, sale or distribution of certain items. The legal treatment of items may vary from country to country or state to state. Further, swapden reserves the right as a matter of policy and in its sole discretion to restrict or prohibit the trading of items. The user is responsible for assuring the legality of any items they post and complying with any applicable trading restrictions, which may or may not relate to where the item is to be delivered, and that the posting of such items is not contrary to swapden policy. If you post items that may not be legally shipped to certain destinations, as a part of your post or in your description of the item you should so limit the destinations to which you are willing to ship. A user will not trade for an item that is prohibited if received at their Shipping Address or that does not comply with applicable trading restrictions. Examples of items that are prohibited or may be restricted include, without limitation, the following:
Adult material or sexually oriented materials
Animals and wildlife products.
Arms and armament, including ammunition, firearms, or certain firearms parts or accessories, and certain weapons or knives regulated under applicable law
Alcoholic beverages, including services related to the distribution of alcoholic beverages
Annuities, or lottery contracts, or services associated with the purchase of annuities or lottery contracts, layaway systems, off-shore banking or transactions to finance or refinance debts funded by a credit card
Artifacts
Credit cards
Defective or recalled items
Drugs, including steroids, narcotics, drug paraphernalia, certain controlled substances or other products that present a risk to consumer safety, whether or not by prescription.
Embargoed goods and goods from or to prohibited countries
Food
Gambling equipment, or services that involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to, sports betting, casino games, greyhound or horse racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from swapden and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.
Hazardous items or items that are perishable and may become hazardous
Herbicides and pesticides
Human parts and remains
Items that support or facilitate matrix programs, pyramid or ponzi schemes, other "get rich quick" schemes, or certain multi-level marketing programs
Items that facilitate, encourage, promote or instruct others to engage in illegal activity
Medical devices
Monetary instruments, including without limitation travelers checks or money orders
Plants
Prohibited services, including certain sexually oriented services
Services involving certain debt settlement or credit repair
Services related to check cashing or currency exchange
Services of payment processors to collect payments on behalf of merchants
Stocks, bonds and other securities, including without limitation options, futures, or investment interests in any property or equity
Stolen or counterfeit items
Surveillance equipment
Tobacco products
As a matter of swapden policy, users are prohibited from posting content or items that disparages a person's race, ethniticity, gender, sexual preference, or promotes intolerance or discrimination on the basis of race, ethniticity, gender, sexual preference, or promotes violence, hatred, or the financial exploitation of a crime, or promotes organizations with such views. If a user posts items that are adult in nature, such items must be described in a manner that will not be considered obscene or offensive to other users, and can be traded only to individuals that can legally own or possess the items. When a user trades for such an item, they are certifying that they have the legal right to possess or own the item. Items that constitute child pornography, or items that promote child pornography or the exploitation of children, are strictly prohibited.
The prior written approval of swapden is required for the collection of donations as a non-profit or charity organization or, trading in or the disposal or acquisition of jewels, precious metals and stones as a business, offering services related to the transmission of money or the sale of stored value cards, offering dating services, offering escrow services, or offering file sharing services or access to newsgroups.
Users are required to comply with the Rules of Conduct that are set forth in this User Agreement and to not engage in any activities that would violate or could lead to the violation of these Rules. Moreover, users will not take any actions that may interfere with our ability to provide services or result in liability to swapden.
Shipping of Goods
swapden is not responsible for the loss or damage of an item in shipping. When a trade for goods has been Confirmed, the user is required to ship their item to the Shipping Address of their trading partner within 72 hours, unless otherwise agreed by their trading partner. Failure to ship an item on a timely basis can result in the suspension the user’s access to the Site. If an item is not delivered, the user who was responsible for shipping the item is obligated, at their expense, to promptly return any items they received in trade for the undelivered item unless their trading partner has agreed to accept a replacement item. The timely delivery of an item in the same condition that the user ascribed to that item is the responsibility of the user who is shipping the item. If an item is returned to a user as defective, the user agrees not to post that item for trade until the defect has been corrected.
Real Estate
The user is solely responsible for taking any and all actions that may be required to transfer ownership and perfect title to real property, including the use and associated costs of intermediaries such as mortgage insurers, lawyers, and title companies. The permanent exchange of real property does not necessarily require a real estate agent and/or broker if the property has not been listed.
Access to Real Estate or Delivery of Services
The user is required to provide access to their real estate or deliver their services on the agreed upon exchange dates. Failure to do so can result in the suspension of the user’s access to the Site. If access to real estate is not provided on the agreed upon exchange dates or services are not delivered in a timely manner, the provider is obligated, at their expense, to promptly return any items they received for the undelivered item unless their trading partner has agreed to accept a replacement item.
Licensing Use of Information
In accordance with and as limited by our Privacy Policy, you agree to license swapden to use the information that you provide. For this purpose, you agree to grant swapden the non-exclusive, but perpetual and irrevocable, and worldwide right to exercise any and all publicity, copyright, and database rights you may have in the information you provide to us, in any media, known or unknown. Our right to use your information is royalty free. Under your grant, we are permitted to sub-license (through multiple tiers) the right to exercise your publicity, copyright, and database rights.
Taxes
The user is solely responsible and should not rely on swapden to report their trading activity to the extent required by tax or other laws and for the payment of any and all taxes (including, if applicable, sales and use taxes and/or income taxes) that may arise as the result of a trade. While there may be significant tax advantages when you trade for what you want, we make no representations as to the tax consequences to users of their completed trades.
Fees
All fees are payable to swapden in U.S. dollars, unless expressly stated to the contrary. The fees charged for our services, including listing fees, any fees that are payable at the time a trade is Confirmed, and any other fees that we may charge from time to time in connection with the use of the Site, can be changed, and fees can be discontinued or added, at any time without prior notice and at our discretion. Any such new fees will be effective immediately. Notwithstanding the foregoing, new fees will not apply to active trades at the time of their change, addition, or discontinuation. The fees charged in connection with promotional events may or may not be the same as otherwise applicable to the then current users of the Site. If new services are introduced to the Site, the fees charged for such services will be effective at the time of their introduction.
Risks
You assume certain risks when and to the extent you use the Site, including the possibility that you will find the content of other users inaccurate, deceptive, or offensive, and the trading practices of other users unfair or predatory. There is the risk of inadvertently trading with individuals who are dealing under false pretenses or do not have the legal right to trade. The user agrees to accept such risks and swapden is not liable for the acts or omissions of the users of the Site.
Remedies for Violation by User
swapden reserves the right to restrict your use of our services, including, without limitation, the types of items you may trade, or to indefinitely or temporarily suspend your use of our services or permanently deny you access to the Site, at any time and without prior notice, if you have violated the terms and conditions of this User Agreement or our Privacy Policy, or if, in our sole discretion, your continued use of our services is potentially injurious to other persons or would be contrary to law or regulation or is otherwise not in the best interests of the swapden community. Restrictions on use of the Site can include the termination of active trades involving the user, the immediate removal of posted items, and the issuance of a warning related to the user’s actions to the swapden community. If the use of our services is restricted or the use of the Site is suspended or permanently denied, the user will not be entitled to any compensation. At our discretion any fees paid on terminated trades may be forfeit. You agree that swapden has the right to charge your credit card, PayPal account or other on Site means of payment for any damages resulting from the breach of this User Agreement.
Disclaimer Of Warranties
swapden services are provided on an “as available” and “as is” basis. To the extent permitted by law, swapden disclaims all warranties of any kind, express or implied, including but not limited to warranties of title or implied warranties of merchantability or fitness for a particular purpose.
Your use of the Site and its content is at your sole risk. The user agrees that obtaining any goods, services, information or materials, or the use of real estate, whether permanent or temporary through the Site is done at the user’s discretion and at the user’s own risk and that the user will be responsible for any and all damages that may result from any transaction.
No advice or information, whether oral or written, obtained from swapden or through your use of the Site will create any warranty not expressly stated in this User’s Agreement.
Neither swapden or its directors, employees or officers warrant that (1) the Site will be available for use on an uninterrupted basis and will be accessible, secure or timely, (2) the Site or its content will meet your requirements or be complete, accurate, reliable or timely, (3) errors in the Site or its content will be corrected, (4) any material published on or obtained or accessible through the Site will be complete, accurate, reliable or timely, (5) the Site will be free of viruses or other technologies that can damage its users, (6) the technological infrastructure of the Site does not infringe on the proprietary rights of others, and (7) there is or should be any implied warranty arising from course of dealing or usage of trade
Certain jurisdictions do not permit a disclaimer of implied warranties, and in this case the above exclusions may not apply to you. You may have other legal rights that can vary from jurisdiction to jurisdiction.
Limits Of Liability
You agree that neither swapden or its directors, employees and officers are responsible or have any liability to you or third parties for libelous or defamatory, obscene or offensive, inaccurate, or harassing or threatening conduct by another party, or for the infringement by another party of your rights to privacy or publicity or to real or intellectual property.
In no event will swapden or its directors, employees or officers be liable for lost profits or any consequential, incidental, special or exemplary damages arising out of or in connection with your use of the Site or this User Agreement (whether or not arising from passive, active or imputed negligence).
Your exclusive remedy against swapden or its directors, employees and officers for any dissatisfaction with your trading experience, our services, or the terms and conditions of this User Agreement is your discontinuation of your use of the Site.
Compliance with Applicable Laws and Regulations
A user will comply with all laws and regulations, local, national and international, applicable to their trading activities on the Site.
No Agency
No agency, joint venture relationship or partnership, or that of employer to employee or franchisor to franchisee, exists between the user and swapden.
Indemnity
You will indemnify and hold harmless swapden and its directors, employees, officers and agents from any demands or claims, including reasonable attorneys’ fees that may be incurred in connection with such actions, arising, directly or indirectly, from your breach of the terms and conditions of this User Agreement or any law or regulation, or from any claims for damage or injury to property or person arising from real estate owned or from a property transaction to which you are a party.
Arbitration / mediation
You agree that any claim asserted against swapden, or its directors, employees or officers, will be brought exclusively pursuant to the rules of the American Arbitration Association in Florida, Florida, USA. The judgment rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, you are encouraged to first contact swapden in order to affect a resolution if you are dissatisfied with our services or dispute our actions. We will endeavor to respond on a reasonable and timely basis.
Resolution of Disputes Brought by swapden
Any claim by swapden against the user may be brought pursuant to the rules of the American Arbitration Association or may be adjudicated by a court of competent jurisdiction, either in Florida, USA, or where the user is located (either the address of the user’s principal place of business or the user’s home address). With respect to the foregoing, the manner of dispute resolution and its venue is at our discretion and without reference to the choice of laws provisions of any jurisdiction. The user agrees to submit to the personal jurisdiction of the courts located in Florida, USA.
Miscellaneous
This User Agreement sets forth the entire understanding and agreement of the parties hereto with respect to the matters contained herein. Headings are for the purpose of reference only and in no way amend, modify, or delimit the provisions to which they refer.
Notices under this User Agreement will be sent to info@swapden.com if to IMC Inc. and, if to the user, to the Email Address provided in connection with the user’s account. Alternatively, the user may request written notification.
No waiver of any of the terms and conditions of this User Agreement will be deemed a continuing waiver or waiver of any of the other terms and conditions of this User Agreement, and our failure to act with respect to any breach of this User Agreement does not waive our right to act with respect to subsequent or similar breaches.
This User Agreement is governed by the laws of the State of Florida. If any of the terms and conditions of this User Agreement is held to be unenforceable or invalid for any reason, then such terms and conditions will be considered severable from the remaining terms and conditions of this User Agreement and will not affect the enforceability or the validity of the remaining provisions of this User Agreement.
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