- Acceptance of These Terms
Welcome! This website, www.swapsy.com and all related subdomains (the "Site"), is a copyrighted work belonging to Swapsy, Inc., a Delaware corporation ("Swapsy," "we," "us," and "our"). These terms of service (the "Terms") govern your access to and use of the services available on the Site (the "Services"). Specific features of the Site may have additional rules and terms associated with them, and such additional rules and terms will be prominently posted or otherwise made available to each user ("you" and "your," including any entity you represent) and are incorporated herein by reference.
PLEASE READ THESE TERMS CAREFULLY. THESE TERMS CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND SWAPSY. BY USING THIS SITE AND/OR THE SERVICES YOU UNCONDITIONALLY AGREE TO BE BOUND BY THESE TERMS, INCLUDING ALL EXCLUSIONS AND LIMITATIONS OF LIABILITY HEREIN, AND REPRESENT AND WARRANT TO SWAPSY THAT YOU HAVE FULL POWER, AUTHORITY AND CAPACITY, LEGAL AND OTHERWISE, TO ENTER INTO THIS AGREEMENT AND USE THE SERVICES. YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICES IF YOU DO NOT AGREE TO ANY PART OF THESE TERMS.
- Overview of the Site and Services; Access to Services
This Site primarily operates as a data service website. The Services are intended to facilitate the exchange of currency directly between users of the Services. We do not accept, disperse or otherwise handle or control any funds of users constructively or otherwise (other than collecting any applicable fees for our Services).
You may use the Site and Services, on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.
- User Accounts
Users of the Services are required to create user accounts or profiles (an "Account") via a registration process on the Site and provide the requested information, including a valid email address. Upon registering for our Services, you are considered a "Member" of the Site. You represent that all information you submit when creating an Account is true, accurate and complete, and you agree to update and maintain the accuracy and completeness of this information at all times while you are a Member. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). By using our service, you acknowledge that you are not affiliated with any government officials or military. Each Member is the sole authorized user of his or her Account. Members are responsible for keeping their passwords and Account access information confidential. Therefore, you should take measures to restrict access to your Account and to any devices from which you access your Account. As a Member, you are responsible for all activities that occur under your Account and password and you acknowledge that we are not responsible for unauthorized access to your Account that results from theft or misappropriation of your Account or password. Members are prohibited from assigning or otherwise transferring their accounts and passwords to others. You must notify us immediately if you know of or suspect that an unauthorized use or other breach of security of your Account or the Site has occurred. We are not liable for any loss or damage that may arise from your failure to maintain the security of your Account. You may delete your Account at any time and for any reason by following the instructions on the Site. We retain the right to suspend or terminate your Account at any time and for any reason, as further detailed below.
You are responsible for configuring your information technology, computer programs and platform in order to access our Services. You should use your own virus protection software. We make no guarantees that our Services will be free from errors, bugs or viruses.
One Account per User: Each user is allowed to create and use only one account. Creating or using multiple accounts for any reason, including but not limited to, evading restrictions or bans, manipulating the service, or fraudulently obtaining benefits is strictly prohibited.
Credit Hold for Multiple Accounts: If we suspect that you have created or are using multiple accounts, we reserve the right to place a hold on any credit associated with those accounts for a period of 90 days. During this hold period, you will not be able to access or use any credit associated with those accounts.
If we suspect that you have created or are using multiple accounts, we reserve the right to terminate all of your accounts without notice and without liability to you.
You agree to abide by this policy and understand that any violation of this policy may result in the termination of all of your accounts and the forfeiture of any benefits associated with them."
- Using the Services
4.1. Definition of Key Terms. For purposes of these Terms:
"Source Currency" is the currency that you hold and use to fund your exchange order;
"Target Currency" is the currency that you will receive from a Match;
"Request" is a specific instruction to send Source Currency through the Service.
"Request Amount" is the amount of Target Currency that you Request to receive;
"Match" is the counterparty (i.e., one or more other users of the Services who submits a Request) that we select and with whom you will execute a Transaction;
"Transaction" is the money transfers between you and a Match.
"Dispute" is the process to resolve the Transaction if either you or a Match claims no receipt of Target Currency.
4.2 Selecting your Request Amount
4.3 Information you need to provide before you get a Match. To get a Match from us, you need to provide certain information to us via the Site or such other method as we determine, including (a) your full legal name, (b) proper identification (Driver License ID, Student ID and/or other identification acceptable to us in our sole discretion) and (c) details about your methods of payment. The specific information to be provided in connection with the Services will be provided at the time of registration and, to the extent applicable, at the time of each Request. We have the right to request and require whatever information we deem necessary or appropriate in our sole discretion, to provide the Services in connection with your Account and Request.
4.4 What happens after you have submitted your Request. Once we have received your Request, we will attempt to find a Match and send you a notice by email and text message. Each Request is given a unique Request number and is shown in the Transaction history on your Account. You should quote this Transaction number when communicating with us about a particular Request.
4.5 When is your Target Currency received. We require you to complete the Transaction within 18 hours after you receive notice of the Match (i.e., you must send the Source Currency during this 18-hour period). Once a Match has confirmed receipt of the Source Currency during such 18-hour period, we will direct a Match to send Target Currency to you within a 48-hour period. If you claim no receipt of Target Currency yet received the notification says the funds has been sent to your account. Please make sure you go on Swapsy website/App and click the "DISPUTE" button within 10hr. Otherwise the transaction will be considered confirmed by default. And no further dispute nor funds safety will be guaranteed.
4.6 Dispute process. If you do not receive the Target Currency after the Transaction expires, you may contact us through the email address we provide on the Site. You are required to provide proof of no receipt of Target Currency. Upon verification of your Dispute claim, we will help you to contact the other party to refund you.
4.7 Dispute increases the time for completing your Transaction. We carry out verification checks, and these checks may increase the time it takes to complete your Transaction. We are not responsible for any delays as a result of carrying out those checks or otherwise.
4.8 Transaction limits. We place limits on the amount you may transact using the Services. For more information on the applicable limits, please visit our FAQ, located on the Site.
4.9 You must ensure the information you provide to us is correct. The information you provide when setting up a Request must be accurate and complete. We are not responsible for any damages resulting from the inaccuracy or incompleteness of any Requests you submit.
4.10 What happens if you provide us with incorrect information. If you provide incorrect information with your Request, we reserve the right to charge an administrative fee for additional services rendered in attempting to resolve the error.
- Exchange Rates
We will let you know the exchange rate when you set up your Request. You are required to complete the Transaction based on the exchange rate you accepted as part of the Request submission process.
- Currency Exchange Risk
Due to the volatile nature of the foreign currency exchange market, the value of the currency sold by you may be less favorable at the time of Transaction completion date than its value at the time of the Request. You hereby expressly accept and assume such risk, and agree that we are not responsible for any fluctuation in currency values in connection with your use of the Services.
- No Margin or Speculative Trading
Swapsy is a data service marketplace for household currency exchange needs and does not offer any form of margin or trading services or products. Our Services are not intended to be used for speculative or investment purposes. We will not enter into any type of set-off arrangement which would require settlement in the form of a payment of losses to us or pay out of profit to you as the result of an exchange rate movement.
- No Advice or Recommendations
We will not take into account your specific financial circumstances or needs when you enter into a Transaction and we will not disperse any advice as to the suitability of any Transaction for you. To the extent that we provide any information, it will relate only to the mechanics of your Transaction or to publicly available information which should not be construed as financial or investment advice. You are solely responsible for determining the type and timing of all Transactions you conduct.
- Fees for the Services
You must pay the fees in connection with your use of the Services. We will not process your Transaction until we have received the fees from you. We will let you know the exact amount payable by you when you set up your Request. We only accept payment in U.S. Dollars. If you submit a Transaction that results in us being charged PayPal fees, chargeback fees, or other similar fees, you agree to reimburse us for all such fees.
- Suspension or Termination
You may stop using the Services or terminate your Account at any time and for any reason. We have the right to modify, discontinue, suspend or disable your ability to use the Services and terminate or suspend your Account at any time and for any reason, with or without notice, with immediate effect and without any liability to you. Reasons for such termination, limitation of access, or suspension may include, without limitation, (a) breaches or violations of these Terms, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, and/or (f) engagement by you, or suspected engagement by you, in fraudulent or illegal activities. If we suspend or terminate your Account or use of the Services, we will attempt to let you know in advance. You agree that all terminations, limitations of access and suspensions shall be made in our sole discretion and that we shall not be liable to you or any third party for any termination of your Account or access to the Service. Termination of your Account includes any or all of the following: (a) removal of access to the Services, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof), and (c) barring of further use of all or part of the Services.
- Modification of Terms
We may revise these Terms from time to time to, among other things, better reflect (a) changes to the law, (b) new regulatory requirements, or (c) improvements, enhancements or changes made to our Services. If an update affects your use of the Services or your legal rights as a user of our Services, we will attempt to notify you of the update by sending an email to the email address associated with your Account. Regardless of whether you are notified, any updates will be effective immediately upon posting the new version of the Terms on this Site. As such, it is important that you frequently review the Terms so that you are familiar with the most recent version. If you do not agree to the updates we make, please cancel your Account immediately. By continuing to use or access the Site or the Services after the updates come into effect, you agree to be bound by the revised Terms.
- Contacting You
We will usually contact you by email using the email address associated with your Account. For this reason, you must at all times maintain at least one valid email address in your Account profile. You should check for incoming messages regularly and frequently. These emails may contain links to further communication on the Site. If you don’t maintain or check your email and other methods of communications, you may miss emails about your Transactions and our Services. We are not liable for any consequence or loss caused by you failure to receive and/or review email messages. In addition to communicating via email, we may contact you via letter, telephone or SMS where appropriate.
The Services may include advertisements, some of which may be targeted based on the type of information on the Site, queries made, or other information, whether submitted by you or others. The types and amount of advertising on the Site or through the Services is subject to change. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services.
- Acceptable Use Policy
You agree to use the Site and Services in compliance with these Terms and all applicable rules and regulations, including the local, state, national, and international laws that apply to your jurisdiction. We are based in California, United States. It may be illegal for certain persons to use the Site or Services in some countries. We make no claim that the Site or Services will be legal or accessible outside of the United States. Subject to these Terms, you may use our content and Services for your own personal, non-commercial use. You further agree and acknowledge that your use of this Site and the Services results in you sending electronic interstate transmissions through our computer network, and such transmissions may include, but are not limited to, any searches, file uploads, posts, instant messages, or emails.
The following uses of the Site are expressly prohibited:
- Using the Site in a manner that causes, or may cause, damage to the Site or in a way that impairs visitors’ abilities to access or use the Site and Services, including using the Site in a manner or for a purpose that is unlawful or fraudulent (including, without limitation, money laundering);
- Using the Site in order to copy, store, upload, publish, use, transmit, host, or distribute anything consisting of or linked to any computer virus, spyware, rootkit, worm, keystroke logger, or other malicious computer software or software that may destroy, damage, or alter a computer system;
- Conducting any systematic or automated data collection on or related to the Site or its users without their consent, including, without limitation, data mining, data extraction, scraping, data harvesting, "framing," or article "spinning";
- Using the Site to collect, harvest, or compile information or data regarding other users of the Site without their consent;
- Using software or automated agents or scripts to generate automated searches, requests, or queries on the Site or to mine data from the Site;
- Transmitting or sending unsolicited communications, commercial or otherwise, or conducting any marketing activities, including using the Site to send spam, pyramid schemes, or chain letters;
- Republishing (including on another website), duplicating, copying, redistributing, selling, leasing, transferring, hosting, renting, or licensing any part of the Site or otherwise commercially exploiting content, whether in whole or in part, on the Site;
- Editing, modifying, making derivative works of, reverse engineering, or reverse compiling any information, content, systems, or Services on the Site;
- Collecting, transmitting, distributing, uploading, or displaying any content or otherwise using the Site in a manner that (i) violates the rights of any third party, including any intellectual property rights or rights to privacy, (ii) is unlawful, tortious, threatening, vulgar, defamatory or libelous, pornographic, obscene, patently offensive, racist, or promotes physical harm or injury, (iii) causes or may cause harm to minors in any way, or (iv) impersonates another individual or organization or otherwise misrepresents affiliation with another person or entity without permission;
- Interfering with, disrupting, or overburdening servers or networks connected to the Site;
- Gaining or attempting to gain unauthorized access by any means to any part of the Site or to computers or networks connected to the Site; and
- Harassing, stalking, harming, or otherwise interfering with or negatively affecting another user’s normal use and enjoyment of the Site.
- Toxicity and Inappropriate Behavior
Swapsy is committed to providing a positive and respectful online environment for all users. We have a zero-tolerance policy when it comes to toxic behavior, including the use of curse words, threats, harassment, or any other form of inappropriate conduct that may adversely affect our community.
By accessing or using our website, you agree to abide by the following guidelines:
- Respectful Communication: Users are expected to engage in respectful and courteous communication with our customer support team. Any form of abusive, offensive, or disrespectful language, including the use of curse words, derogatory remarks, or hate speech, will not be tolerated.
- Threats and Harassment: Users must not engage in threatening, intimidating, or harassing behavior towards other users or our customer support team. This includes, but is not limited to, making personal attacks, issuing physical or psychological threats, stalking, or engaging in any form of cyberbullying.
- Suspension Policy: Violation of our toxicity guidelines may result in immediate suspension of your account. Depending on the severity of the offense, suspension may be temporary or permanent. Our decision regarding the duration and extent of the suspension is final and non-negotiable.
- Reporting Inappropriate Behavior: We encourage users to report any instances of toxic behavior or inappropriate conduct they encounter on our platform. Such reports will be promptly investigated, and appropriate actions will be taken against the offending user.
- Communication Through the Platform
To protect the safety of users' funds from scammers, protect user privacy, and ensure the rights of every user at Swapsy, it is strictly prohibited for users to contact other users outside of the platform for any reason. All communication between users must be conducted solely through the designated communication channels provided by our platform.
- Communication Restrictions: Users are prohibited from exchanging personal contact information or engaging in direct communication, such as sharing email addresses, phone numbers, social media handles, or any other means of communication, with other users. All communication must take place within the platform's designated messaging or chat system.
- Fund Safety and User Privacy: Communicating exclusively through the platform helps protect the safety of users' funds and maximizes user privacy. It enables us to monitor interactions, detect and prevent potential fraudulent activities, and maintain a secure environment for transactions and personal information exchange.
- Violation and Account Suspension: Any violation of this communication policy may result in immediate and permanent suspension of your account. We take violations seriously to ensure the well-being and security of our user community.
- Reporting Violations: If you receive any communication from another user outside of the platform, it is essential that you do not reply and report the incident to Swapsy support immediately. We will investigate the matter promptly and take appropriate actions to address the violation.
- International Use and Compliance
Due to the global nature of the Internet, you understand and agree that it is your responsibility to ensure that your use of the Site and the Services complies with all local, international, and other laws that may apply. By using this Site or the Services you represent you are not a person barred from receiving the Services under the laws of the United States or other applicable jurisdiction.
- Age Restriction
In no event may anyone under eighteen (18) years of age register for an Account or use the Services. By using this Site or Services you represent that you are at least 18 years of age.
- User Content
"User Content" means any material that you or other visitors submit or transmit in any manner to the Site for any purpose, whether publicly posted or privately transmitted, and includes, but is not limited to, any text, images, audio material, video material, and audio-visual material. This Site and the Services it provides may include multiple ways of submitting User Content, including, for example, through use of forums, chats, online bulletin boards, and similar tools that allow visitors to communicate with others or submit content. Unless we indicate that particular User Content you submit will be kept confidential, your User Content may be made available for other visitors to view on the Site or through third-party services. You hereby represent and warrant that the User Content you submit does not violate our Acceptable Use Policy stated herein.
You are prohibited from submitting any User Content that is illegal, unlawful, or infringes on the legal rights of any third party. Furthermore, you may not submit User Content that has ever been the subject of any actual or threatened legal proceedings or any User Content that may give rise to a legal action under any applicable law, whether against you, us, or a third party.
You agree that you are solely responsible for any consequences that may result from submitting User Content, including use of the User Content by other visitors of the Site and by our third-party partners. Unless we indicate that particular User Content you submit will be kept confidential, your User Content may be distributed, published, broadcast, or syndicated by us or our third-party partners. You may be subject to liability if you submit User Content without the authority to do so.
We do not monitor the submission or publication of User Content on the Site and are not responsible for the User Content. We do not endorse or support any User Content or the content contained therein, and do not guarantee the truthfulness, accuracy, suitability, or reliability of any User Content or other communications submitted or published on the Site. You agree that we are not responsible for any loss or damage you may incur as a result of interacting with others on the Site, and we are under no obligation to become involved in any such disputes. You may not represent that we have provided, endorsed, or supported the User Content you submit. Your use or reliance on any User Content is at your own risk. You assume all risks associated with the User Content you submit, including any reliance on the User Content and the risk of disclosure of the User Content that may identify you personally to a third party. You understand and accept that by using the Services or Site you may be exposed to User Content that is offensive, inaccurate, deceptive, harmful, or otherwise inappropriate.
User Content may be subject to specific rules and limitations we post or communicate to you from time to time. You agree to only submit User Content conforming to such rules and limitations.
We may remove, edit, or delete any User Content submitted, hosted, or stored on the Site or our servers without providing you with prior notice. We are not obligated to store or back up any User Content. Therefore, you are responsible for creating backup copies of any User Content you wish to keep.
Under no circumstances may we be held liable in any way for any User Content, including, but not limited to, for any errors or omissions in the User Content or for any loss or damage of any kind that may occur as a result of any User Content submitted, published, or otherwise made available on the Site, Services, or elsewhere.
By submitting User Content, you grant us an irrevocable, non-exclusive, royalty-free and fully paid, worldwide license (with right to sublicense) to use, publish, copy, adapt, modify, process, reproduce, transmit, distribute, translate, publicly and privately display and perform, incorporate into other works, prepare derivative works of, bring actions for infringement of, and otherwise use and exploit your User Content in any and all media or distribution methods now known or later developed. This license includes the right to provide the User Content to our third-party partners for distribution, publication, syndication, and broadcast on other media, devices, and services subject to our terms and conditions for the use of such User Content. Furthermore, you irrevocably waive any claims of moral rights or attribution regarding your User Content. You represent and warrant that you have all rights, power, and authority to grant all the rights pertaining to User Content as stated in these Terms.
This means that you will always maintain ownership of the User Content you submit. However, we have the right to display the User Content and make various changes to it as are necessary in providing our Services and to conform to the needs of different media, devices, services, and computer networks. At no time will you be entitled to any compensation for this license.
- Third-Party Sites and Content
As part of the Services, we may provide you with convenient links to third party website(s) ("Third Party Sites") as well as content or items belonging to or originating from third parties (the "Third Party Content"). These links are provided as a courtesy to users of our Services. We have no control over Third Party Sites or Third Party Content or the promotions, materials, information, goods or services available on Third Party Sites or Third Party Content. Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by use, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Sites or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access Third Party Sites or to use, install or view any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.
- Support or Maintenance
Although we may choose to provide customer support or website maintenance, you acknowledge and agree that we are under no obligation to do so.
- Intellectual Property Rights and Ownership
Except as provided otherwise in these Terms, Swapsy and its licensors own all intellectual property rights in and to the Site and Services, and content and intellectual property associated therewith. These rights include, but are not limited to, ownership of all text, graphics, images, logos, copyrighted material, trademarks, patents, software, and other distinctive brand features displayed on the Site or Services, including the compilation of any of the foregoing items. Except for the limited rights granted by these Terms, neither these Terms nor your use or access to the Site and Services give you or any third party any intellectual property rights. We reserve all rights not explicitly granted by these Terms, which do not grant any implied licenses. All copyrights, trademarks, and other intellectual property notices on the Site or Services must be retained on all copies thereof. You may not publish, reverse engineer, modify, distribute, transmit, sell, create derivative or plagiaristic works of, or use or exploit for any commercial reason, whether in whole or in part, any of the content on the Site or Services other than your own User Content without our express prior written consent or the consent of any third-party owners of the content. Site content is not for resale under any circumstances.
- Copyright Policy
We expect you to respect the intellectual property rights of others when using the Site and Services. We will respond to any notices of copyright infringement that we receive that comply with applicable law and are properly submitted to us (pursuant to 17 U.S.C. 512(c)). In order to submit a notice of infringement of your copyrighted material, please provide us with the following information:
- A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
- Identification of the copyrighted work or works claimed to have been infringed;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- Your contact information, including your address, telephone number, and an email address, if available;
- A statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We may remove any content that is alleged to be infringing at our sole discretion without prior notice and without liability to you. We also reserve the right to take other appropriate action against infringers, such as terminating the user’s account if the user is determined to be a repeat infringer. Please send any notice of alleged copyright infringement to our designated copyright agent at the following address:
Attn: Copyright Agent
888 Prospect Street Suite 200
San Diego, California 92037
Email: [email protected]
Note that pursuant to 17 U.S.C. 512(f), any material misrepresentation in a written notification that content is infringing or that allegedly infringing content was removed by mistake or misidentification automatically subjects the complaining party to liability for damages, including costs and attorney’s fees incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by us, if injured by such misrepresentation.
WE PROVIDE THE SITE AND THE SERVICES ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO (AND SPECIFICALLY DISCLAIM ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, THAT CONTENT ON THE SITE WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, AND ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SWAPSY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF SWAPSY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED AN AMOUNT EQUAL THE SUM OF ALL FEES ACTUALLY PAID BY YOU TO US FOR THE SERVICES DURING THE THREE-MONTH PERIOD PRECEDING THE CLAIM FOR SUCH DAMAGES. THE LIMITATIONS AND EXCLUSIONS OF THIS SECTION ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT THIS LIMITATION WILL NOT APPLY TO YOU ONLY TO THE EXTENT PROHIBITED BY LAW.
You agree to indemnify, defend, and hold harmless Swapsy and its subsidiaries, officers, employees, contractors, agents, affiliates, partners, suppliers, and licensors, including, without limitation, costs and attorneys’ fees, from any claim or disputes by a third party arising out of your use of the Site or the Services, violation of these Terms, violation of applicable law, or your posting, modifying, or otherwise transmitting User Content through the Site or the Services. We reserve the right, at your expense, to assume exclusive control over the defense of any claim or dispute for which you must indemnify us under these Terms. You agree to cooperate fully with us in defending such claims or disputes, and you agree not to settle any such claims or disputes without our prior written consent. We will make a reasonable effort to provide you with notice of any such claim or dispute once we receive notice.
- General Terms
The laws of the State of California, without regard to conflict of laws principles, govern the interpretation of these Terms and apply to claims arising under these Terms. The parties specifically exclude from application to these Terms the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. All other claims, including claims related to torts, consumer protection, and unfair competition, will, only to the extent required by applicable law, be subject to the laws of another jurisdiction. You and we irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts for San Diego County, California, United States, for all disputes arising out of or relating to these Terms.
You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
These Terms constitute the entire agreement between you and Swapsy with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights.
In the event that these Terms are translated into other languages and there is a discrepancy between the two language versions, the English language version will prevail in all cases.
Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. We may assign our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
Electronic communications occur whenever you use the Site or Services, you send us emails, we send you emails, and we post notices on the Site. You consent to receive such electronic communications and agree that the electronic communications, including, without limitation, all notices, terms, disclosures, and agreements, has the same legal effect and satisfy any legal requirement that such communications would satisfy if provided to you in a written format.
If you have any questions or concerns regarding these Terms, you may contact us as follows:
Attn: Customer Service
888 Prospect Street Suite 200
San Diego, California 92037