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Introduction
Welcome, these are the Terms and Conditions of Service (the “Terms”) for the website located at www.urwsap.com, including its sub-domains and its mobile optimized versions (the “Site”), along with any and all products and services offered thereby and provided by urSwap LLC (hereinafter, “urSwap” and also us’, ‘its’, ‘ours’ and/or ‘we’). These Terms shall supplement our Privacy Policy (the “Policy”) and our other guidelines, terms and policies made available by us from time to time, all incorporated herein by reference.
Acceptance
As used herein, the terms ‘you’, ‘your’, and/or ‘yourself’ refer to you, a user/visitor/browser of our Site. If you continue to browse and use this Site, you hereby acknowledge and agree to be bound by and under these Terms which, together with our Policy, will govern urSwap’s relationship with you in relation to the Site and any products and services offered thereby.
These Terms include a jury trial and class action waiver, and require binding arbitration on an individual basis in order to solve possible disputes. These Terms also limit the remedies that may be available to you in the event of a dispute with us. Overall, your access to the Site is only offered for your individual, non-commercial use, and not for the use or benefit of any third party you may represent.
Description of Services
urSwap is an online discount marketplace (the “Services”) where its users may browse an online directory party products and services created by our creative user community. Users are able to access the Site on a free basis, where they will be able to create individual selling web pages, browse items, among other interesting functionalities.
By activating your account you become a registered member and gain access to certain features, including the ability to post certain information and interact with other users. You are solely responsible for the activity that occurs on your account and for keeping your password secure and confidential. Authorized users may be you or your affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit or on your behalf. If you suspect a breach of security or unauthorized use of your account, you must notify us immediately of any change in your eligibility to use the Site and the Services.
Swap Bucks
Upon signup, you may be able to purchase a certain number of Swap Bucks, our virtual token used to exchange (sell and purchase) items with other users. We may also offer welcome promotions and other sweepstakes where you may earn free Swap Bucks.
For each item that you sell, you can earn a certain number of Swap Bucks based on the outcome of the transaction. With your Swap Bucks, you can bid on items or win listings in the marketplace from other users, who will either arrange for a local pickup or ship them to you at either your expense or theirs.
Before placing a final order, you will be able to review the Swap Bucks amount and type of shipping and handling fees for your order. Once you accept the order, you will be redirected to a third party payment processing website where you will purchase Swap Bucks via your own funds, minus urSwap fee.
The use of Swap Bucks by our users constitutes a limited permission to use such feature of the Service as set forth below. urSwap may charge fees to acquire or use Swap Bucks from time to time, and these fees may change at any time. Swap Bucks are purchased or distributed at urSwap's sole and final discretion and are not redeemable for monetary value from us.
You hereby acknowledge and agree that as used herein, the terms "sell" means "to transfer for consideration to another user their Swap Bucks in accordance with these Terms; and (b) the term "buy" or "purchase" means "to receive for consideration from another user their Swap Bucks in accordance with these Terms.
Swap Bucks General Terms
You can view your Swap Bucks balance in your account. Your balance includes: (i) Swap Bucks you have purchased but not yet used; and (ii) Swap Bucks that you have earned from other users.
If you do not use your Swap Bucks, urSwap will not be under obligation to exchange you any Swap Bucks, as there will not be automatic redemption. No interest shall be accrued on your Swap Bucks balance. If you do not ask for exchange (e.g. you forget to do so), your Swap Bucks will accumulate in your account and will be held in escrow for twelve (12) months. Accordingly, your Swap Bucks exchange will become forfeit forever once it reaches its twelve (12) month term. You acknowledge and agree that you shall not receive or be entitled to any in rem rights or similar other legal interest into your Swap Bucks.
Please contact us for more information regarding the eligibility, terms, conditions, requisites, time periods and other information of our Swap Bucks functionality, of which urSwap hereby reserves the right to modify, at any time and at its sole and final discretion. For more information please visit and read our FAQ located at www.urswap.com/faq.
Swap Bucks General Disclaimer
urSwap is not a money services business, money transmitter and/or issuer of currency, nor does it create any kind of units of convertible virtual currency. Swap Bucks is not a virtual currency or crypto currency. For the avoidance of doubt, urSwap does not offer any service that entails the transmission of legal tender currency, nor the conversion of virtual or crypto currency into legal tender.
Seller Account
As a seller, you will be able to undertake many actions through our Site, including but not limited to: (i) list products and services within the Site; (ii) review the properties of your seller web page (e.g. name, type, topic, location, rating, price, quantity), edit and delete them and also mark them as available or inactive for buyers; (iii) receive, read, see and manage order tickets and order history for your web page; (iv) receive and read buyer’s reviews and testimonials; and (v) review and manage order history from buyers.
You hereby represent, warrant and covenant to urSwap and its affiliates, licensors, agents and representatives that you have all necessary authorizations, license and permits to offer any and all products and services, as required under your jurisdiction and intellectual property law in the United States of America and elsewhere.
Upon a purchase by a user, urSwap will convert your Swap Bucks minus its fee and then remit the appertaining amounts to you. urSwap may offer advertising opportunities to increase the visibility of your items and shop. Advertising fees vary by opportunity, as indicated from time to time by us. Any possible advertising fees will be clearly outlined before you commit to purchasing an ad and will be reflected to your monthly bill.
If urSwap terminates a workshop listing or your account, if you close your account, or if the payment of your fees cannot be completed for any reason, you shall remain obligated to pay urSwap for all unpaid fees plus any penalties and chargeback, if applicable.
Marketplace Terms
The products and services displayed in the Site are offered by our community of users. As such, urSwap hereby disclaims any warranty regarding their adequacy, suitability, availability, fitness for a particular use and merchantability. Neither urSwap nor its affiliates, shareholders, subsidiaries, agents or representatives will undertake any of the actual products/services offered for sale/purchase in the Site.
Accordingly, such products and services may or will be discontinued, their specifications changed, and their availability, eligibility, prices and characteristics will be subject to the actual seller, not urSwap, and will change at any time, without prior notice and without any responsibility on behalf of urSwap.
urSwap hereby reserves the right (but not the duty) to monitor each user page promoting products and services. Upon the case where we detect any suspicious, inaccurate, fraudulent, duplicated, infringing products and services or that otherwise are in actual or factual breach of our Terms and User Conduct Code, we may modify, suspend, delete and/or freeze such user’s web page, without prior notice, at our sole and final discretion and without further responsibility.
urSwap will undertake its reasonable commercial efforts to ensure that the quoted prices and descriptions are true, accurate, updated and correct only in so far as such information is provided by our users. Notwithstanding the foregoing, urSwap cannot fully guarantee such information and, therefore prices, availability and other item specifications are subject to change.
Shipping
All dates displayed are estimated, since urSwap uses third party courier technology to track shipped products, but it will use its commercially reasonable efforts to indicate shipped products within a reasonable timeframe after receipt of completed order, as well as to keep you updated via parcel tracking technology.
Returns
If a buyer and a seller enter into a disagreement over a trade, urSwap reserves the right (but not the duty) to undertake its reasonable good faith efforts to mediate such dispute. urSwap will review the terms of trade, payment evidence, chat messages, user reputation and other data.
urSwap will not have any responsibility for actual shipped items. The entire risk and liability to buyer is of seller, not urSwap. Upon the case where buyer has not received a package, even if the tracking number from courier shows such delivery, urSwap reserves the right (but not the duty) to contact the seller and mediate. urSwap reserves the right (but not the duty) to determine whether the situation merits a refund of Swap bucks to buyer. Please understand that we cannot fully guarantee that you will receive refunded Swap Bucks, or that seller will engage into any negotiations at all.
Refunds, Cancellations, Rescheduling
urSwap fees are non-refundable. Swap Bucks are refundable if buyer cancels purchase before item has been marked shipped. Once shipped, Swap Bucks and shipping fees become non-refundable. If buyer has a dispute (e.g. buyer doesn't receive product and can prove such, item is received not as described), urSwap reserves the right to (but not the duty) to mediate the dispute and determine whether funds will be refunded to buyer or not.
urSwap is not responsible before buyers for any changes, cancellations and/or reschedules made to any web page by sellers.
If you need to stop selling an item for which orders have been already sold (e.g. production issues, backorder), you will: refund all fees to buyers.
Payments
All payments must be initially made in U.S. dollars and, when paid, are non-cancelable, non-contingent and non-refundable, except as otherwise provided herein. urSwap may, in its sole discretion and at any time, modify the fees for the Services.
We will provide you with a reasonable prior notice of any change in the fees. Your continued use of the Services after the fee change comes into effect constitutes your agreement to pay the modified fee amount.
All of urSwap’s fees are exclusive of taxes, levies, or duties, including but not limited to, value-added, sales, use or withholding taxes. You will be responsible for payment of any and all applicable taxes, levies and/or duties.
Term
The term hereof shall begin on the date that comes first among: (i) first access to the Site; (ii) your first access or execution of our; or (iii) urSwap begins providing its Services to you.
Termination
The term hereof will automatically end on the earlier date of either your: (i) account deactivation, suspension, freezing or deletion; (ii) access termination or access revocation for our Services or the Site; (iii) urSwap' termination of these Terms, at its sole and final discretion; (iv) the termination date indicated by urSwap to you from time to time; or (v) urSwap’ decision to make the Site or Services no longer available for use, at its sole and final discretion.
Termination By You Without Cause
You may terminate your subscription at any time, by either: (i) terminating your subscription term for the Services; or (ii) permanently making inaccessible any and all instances of our Services for which you have access. In the event of such termination by you, any fees for the remainder of your subscription term shall immediately become due and payable to urSwap.
Termination For Cause By urSwap
These Terms, along with any and all licenses granted hereof may or will automatically terminate if you breach any of the terms and conditions herein. For sake of clarity, upon the case where you fail to pay us any fees or charges within thirty (30) days of the invoice date, you will have fifteen (15) days to cure such breach, starting from the date you receive notice from us. If you fail to cure the breach for non-payment, urSwap may terminate these Terms, at its sole and final discretion.
Upon termination for breach, your rights to use our Services and any information provided or generated thereby shall cease and you shall not be entitled to any compensation, credit, remedy or refund of any nature. Termination by us for non-payment will not relieve you from your payment obligations, which will continue in full force and effect. We reserve the right to reinstate your account and your access to the Services once you pay all accrued amounts to us.
Payment Processors
We use third-party payment processors such as PayPal, credit card or Stripe to bill you for any fees and Services provided through the Site. The processing of payments will be subject to the fees, terms, conditions and privacy policies of such payment processors. urSwap is not responsible for any and all errors by the payment processors.
User Conduct Code
The Site and Services are licensed to you, not sold, thus you may not sublicense, resell, share with anyone other than your authorized users. Henceforth, you agree to not undertake, motivate, or facilitate the use or access of the Site or the Services in order to:
Representations and Warranties
You hereby represent, warrant and covenant that: (i) your use of our Services and all your uploaded and used data shall be at all times compliant with these Terms and all local, state, federal and international laws and regulations applicable to you and your organization; (ii) you have obtained all necessary rights, releases and permissions to provide all your data to urSwap and its affiliates, licensors and agents and to grant the rights granted to urSwap in these Terms; and (iii) your data and its transfer to and use by urSwap and its affiliates, licensors and agents as authorized by you under these Terms shall not violate any export control and electronic communications regulations the rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies.
Updates
urSwap reserves the right to modify, amend, suspend, terminate, upgrade, update or otherwise modify the Services, the Swap Bucks functionality and the Site, at any time and without notice.
Any changes to these Terms will be displayed in the Site, and we may notify you through the Site or by email. Please refer to the last effective date where changes were last undertaken by us. Your use of our Services after the effective date of any update– either by an account registration or simple use – thereby indicates your acceptance thereof.
Content Moderation
urSwap encourages you to report violations of our Terms. urSwap has the right, but not the obligation, to monitor any activity and ‘user generated content’ (e.g. names, photos, posts, feedback, images, comments, graphics, questions and other content) to determine compliance thereof, and to edit, refuse to post or remove any material or content submitted to or posted on our Site or any other of our Services that we find to be in violation of our Terms of Use, Privacy Policy or that is otherwise objectionable. You are solely responsible for your activities and any you post, transmit or otherwise make available via our Services.
You acknowledge and agree that we may report any activity that we believe may violate any law to law enforcement, regulators or other relevant third parties, and that any violation of the aforementioned provisions may result in the immediate termination of your access to the Site and use of our Services.
You must immediately respond to any notice you receive claiming that your user generated content violates a third party’s rights, including notices under the Digital Millennium Copyright Act (‘DMCA’), and take corrective action, which may include but is not limited to promptly removing any such user generated content.
Licenses
Subject to the terms and conditions of these Terms, urSwap hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable limited right and license to use our Site, our Services and the Swap Bucks functionality, for your personal, non-commercial use. The term of this license shall begin on the date that you complete registration into our Services, and shall end on the earlier date of either your: (i) final access of our Service; or (ii) our termination, and at our sole and ultimate discretion. Your license will terminate immediately if you attempt to circumvent any technical protection measures used in connection with our Site or Services.
Except as expressly permitted by this use, your Swap Bucks license may not be sublicensed, encumbered, conveyed or made subject to any right of survivorship or other disposition by operation of law or otherwise, and you agree that any attempted disposition in violation of these Terms is null and void. urSwap may revoke your Swap Bucks' License at any time without notice, refund or compensation upon the case where the Swap Bucks functionality is amended, suspended or terminated or urSwap determines that the user holding them has committed fraud or other illegal conduct under these Terms and applicable law.
You also hereby grant urSwap an unlimited, non-exclusive, sub-licensable, assignable, royalty-free, perpetual, irrevocable, for all the countries and territories through the world, right and license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly perform, publicly display and distribute such any content you may upload, disseminate, deliver, create or transfer any post, original audio file, message, chat, files uploaded, data inputted, e-mails sent, or otherwise any content delivered to urSwap. The aforementioned license shall be for the use and exploitation by urSwap through the Internet and other communication means, including the right to use, reproduce, distribute, create derivative works from, modify and disseminate any content, in order for urSwap to provide its Services. Notwithstanding the foregoing, urSwap does not claim any transfer or assignment of any ownership rights in any of your content, and the aforementioned license will not preclude any rights that you may have to use and exploit your content outside the Site.
In addition, you hereby grant to urSwap, an unlimited, non-exclusive, assignable, transferable, sublicensable, irrevocable, royalty free, perpetual and for all the countries and territories in the world, right and license to use, exploit any feedback, suggestion, enhancement, request, recommendation, correction or comment provided by you to us regarding the Site and/or the Services.
Ownership
The trademarks, copyright, service marks, trade names and other intellectual property rights and proprietary notices displayed on the Site are the property of –or otherwise are licensed to– urSwap or its licensors or affiliates, whether acknowledged (or not), and which are protected under intellectual and proprietary rights in the United States of America and other jurisdictions throughout the world. No section hereof shall be construed as intent to grant to you any right transfer or interest in the Site and/or the Services, in whole or in part.
For ease of understanding, ‘intellectual property rights’ shall mean any and all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of the United States of America and other applicable jurisdictions.
You acknowledge and agree that any and all infringing use or exploitation of copyrighted content in the Site and/or the Services may cause us, our affiliates, licensors or content providers irreparable injury, which may not be remedied solely at law, and therefore our affiliates, licensors or content providers may seek remedy for breach of these Terms, either in equity or through injunctive or other equitable relief.
Copyright
For DMCA Takedown Notices and alleged intellectual property rights infringement within the Site and/or the Services, you can get in touch with us as indicated in our contact section. Under federal United States law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorney's fees.
You must notify us of your claim with subject: "Takedown Request". Once received, urSwap will study and consider your claim and, if it believes or has reason to believe any content on the Site infringes on another’s copyright, urSwap may delete it, disable or otherwise stop displaying it. Please note that this procedure is exclusively for notifying urSwap and its affiliates that your copyrighted material has been infringed.
Your DMCA notification claim must be in writing and must at least contain the following information: (i) your signature and identification, or the ones the person authorized to act on behalf of you or the title holder; (ii) a clear and concise description of the content of which its copyright has allegedly been infringed; (iii) contact information (e.g. address and email); and (iv) a statement, under penalty of perjury, indicating that you have a good faith belief that the information provided in your claim is true and accurate.
No Warranty
To the fullest extent permissible under applicable law, the Site and/or the Services are provided to you “as is”, with “all faults” and “as available”, with all faults, without warranty of any kind, without performance assurances or guarantees of any kind, and your use is at your sole risk. No oral or written advice provided by urSwap, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized representative, shall create any implied warranty. The entire risk of satisfactory quality and performance resides with you. urSwap, and its affiliates, clients, agents, officers, licensors and/or distributors, do not make, and hereby disclaim, any and all express, implied or statutory warranties, either by statute, common law, custom, usage of trade, course of dealing or otherwise, however arising, including implied warranties of description, quality, fitness for a particular purpose, operation, integration, adequacy, suitability, title, non-infringement, non-interference with use and/or enjoyment.
urSwap, and its affiliates, clients, agents, officers, licensors and/or distributors, do not warrant against interference with your use of the Site or that it will meet your specific commercial requirements; that any product recommendation, nutrition recommendation or other suggestions from urSwap will be available or particularly useful or produce any results, that the operation of the Site and/or the Services will be uninterrupted or error-free, that the Site will interoperate or be compatible with any other software or device used by you, that any errors in the Site will be corrected or that the Site and/or the Services will not be discontinued without previous notice.
Disclaimer of Damages
In no event shall urSwap, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized third party, be held liable for any special, indirect, incidental or consequential damages, including losses, costs or expenses of any kind resulting from possession, access, use or malfunction of the Site and/or the Services, including but not limited to, loss of revenue, profits, business, loss of use or lack of availability of computer resources, lost or corrupt data, re-procurement amount, anticipated savings, wasted expenditure, or other commercial or economic loss; or for any indirect, incidental, special, punitive, aggravated, exemplary, or consequential damages whatsoever arising out of or related to the Site and/or the Services, whether arising in tort (including negligence), contract, strict liability or other legal or equitable theory and whether or not urSwap, its affiliates, clients, licensors and/or distributors have been advised of the possibility of such damages. For purposes of this limitation of liability, urSwap’s affiliates, licensors and distributors are third party beneficiaries to the limitations of liability specified herein and they may enforce these Terms against you.
Limitation of Liability
In no event, shall urSwap’s, or its affiliates’, clients’, licensors’ and/or distributors’ liability for all damages (except as required by applicable law) exceed; (i) the actual price paid by you for the license and/or use of the Site or our Services in the twelve (12) months preceding the claim; or (ii) the amount of USD$100.00 (One Hundred United States Dollars); whichever results less; and henceforth any award for direct, provable damages shall not to exceed such total amount.
These Terms provide you specific legal rights, and you may have other rights that may vary from jurisdiction to jurisdiction. Legislation of some states/countries does not allow certain limitations of liability, and henceforth this limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. This limitation of liability shall not be applicable solely to the extent that any specific provision of this limitation of liability is prohibited by any federal, state, or municipal law, which cannot be pre-empted.
Indemnification
You shall indemnify, hold harmless, and defend urSwap, its affiliates, clients, agents, officers, licensors, distributors and/or any authorized representatives, and the officers, directors and employees of each (jointly, the “urSwap’s Indemnitees”) from and against any and all third party liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such urSwap’s Indemnitees arising out of or relating to: (i) any breach of any warranties, representations and/or covenants made by you hereunder (to the extent not arising substantially from any breach hereof by urSwap); and/or (ii) any third party claim arising out of or in relation to the Site and/or the Services or use thereof in combination with your business platform, including without limitation, any claim that the Site and/or the Services violate, infringe, or misappropriate any proprietary or intellectual property right of any third party, including without limitation, any privacy right of any person, or violates any applicable law.
Third party links
From time to time, our Site and Services may contain hyperlinks to other websites. These links are for your personal convenience and to provide you with further information which may be of interest to you.
From time to time, we may place ads and promotions from third party sources in the Site. Accordingly, your participation or undertakings in promotions of third parties other than urSwap, and any terms, conditions, warranties or representations associated with such undertakings, are solely between you and such third party. urSwap is not 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 third party advertisers on the Site.
No endorsement
Any testimonial or review about our company, our products or our Services is made by the respective author and does not does not reflect urSwap’s opinions, nor do urSwap, its affiliates, subsidiaries, officers, employees and agents guarantee its actual veracity or make any endorsement thereof. The workshops, statements, images, texts, posts, information, photographs and other content and media displayed on or through the Site are not necessarily available and any results therefrom – which we cannot ultimately control – are out of our ultimate and complete scope. Some or all of the images shown in the Site are licensed and/or purchased stock photos, and are only shown for illustration purposes.
User Privacy
By disclosing any information to us, you agree to the terms of our Policy, including the terms for the collection, process, storage and disclosure of such personally identifiable information, including to our affiliates, partners and clients. We will ask for your express consent, including for inclusion into our newsletters, updates, and follow ups. For more information, please read our Policy.
Confidential Information
Neither party under these Terms shall disclose any confidential information to any third party except to its employees, developers or contractors who have a legitimate need to know and who have agreed to be bound by the provisions of a confidentiality agreement at least as stringent as the ones herein. Each party shall further protect the confidential information of the other party to the same extent as it protects its own confidential information.
Confidential information shall include: the pricing, fees and payment structure of our Services, along with any and all information and data in your account.
Copyright © 2023 All rights reserved. urSwap, LLC.