BETA-TESTING SERVICE TERMS.
About the Service . The Service provides a matchmaking platform through which persons and companies can connect to form strategic partnerships and to barter for goods and services. You understand that the Service is being provided in beta meaning that features of the Service are limited and do not reflect the full capabilities that the Service will have on launch. The Service is made available to you on an “AS IS” and “AS AVAILABLE” basis for the purpose of providing Swaaap with feedback on the quality and usability of the Service. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE INCLUDING, WITHOUT LIMITATION, ANY INTERNET ACCESS FEES. In addition, Swaaap is not obligated to provide any maintenance, technical or other support for the Service.
Registering to use the Service . To sign-up and activate the Service, you must first register by creating an account and a password. You are responsible for all activity that takes place on your account. Please choose a strong password for your account and do not reveal your password to others. You agree that you are responsible for keeping your password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your account.
Important Terms for Users. Those users who join the beta trial of the Service (the “Trial”) by (i) registering to participate; and (ii) agreeing to these Terms (together “you”) will have advance access to the Service on the following terms:
- License to Service. We grant to you a limited, personal, non-exclusive, non-transferable license to access and use the Service for trial purposes only. Your right to use the Service is limited by all terms and conditions set forth in these Terms.
No Endorsement. We do not endorse any persons or companies that are listed on the Service or their products or services. Any transaction that you choose to enter into with any person or company you connect with through the Service is solely at your own risk and you understand that we are not a party to any such transactions. You should consult legal, tax and other professional advisors prior to entering into any agreement or transaction.
Barter Transactions Tax Disclaimer. You understand that barter transactions carry tax consequences and that you are solely responsible for determining and meeting any tax obligations associated with any such transaction that you enter into. You should consult legal and tax advisors prior to entering into any barter transactions.
Restrictions on Use of the Service. Swaaap may impose certain limitations on the use of the Service, including, but not limited to restricting the number of accounts you may register and/or imposing charges for certain features of the Service. You agree to use the Service only for purposes as permitted by these Terms and not to use the Service for any purpose prohibited by applicable law or regulation. Swaaap reserves the right to modify or impose any limitations on the use of the Service at any time, with or without notice to you. We also reserve the right at all times (but will have no obligation) to terminate users and/or terminate the Trial without any liability whatsoever to you. In using the Service, you shall not:
a. intentionally or unintentionally violate any applicable local, state, provincial national or international law or regulation, including without limitation using the capabilities of the Service to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone else; or
b. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service; or
c. modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service or any software provided by us; or
d. solicit, offer, barter, purchase, convey or sell any goods or services that violate the laws and/or legal rights of others in the jurisdiction of either party to the transaction including any: (a) illegal or restricted products or services or products or services that facilitate illegal activity, (b) weapons and related products including but not limited to firearms, firearm parts and ammunition, (c) regulated products which do not meet the consumer product safety standards required by applicable regulatory bodies such as Health Canada and the FDA, including hazardous materials such as fireworks and explosives and recall items, (d) body parts/fluids, (e) goods not appropriate for resale for safety, health, or other reasons, (f) obscene or offensive material including but not limited to any and all pornography, offers or solicitation of prostitution, escort services or sexual services of any kind, (g) alcohol or tobacco products, vaporizing devices, hookahs, electronic cigarettes & components (both nicotine and non-nicotine containing brands), (h) prescription drugs, medical devices and non-prescription drugs, controlled substances and related items inclusive of illegal drugs and drug paraphernalia, (i) stolen property and property with serial number removed/altered, burglary tools, etc., (j) any products, goods, services or contracts that the seller does not have the legal right to sell, (k) stocks and other securities, (l) personal, confidential or proprietary information inclusive but not limited to ID cards, licenses, police insignia, government documents, birth certificates, and counterfeits of the same, (l) counterfeits, replica, or pirated items, (m) deceptive or fraudulent content, (n) tickets, coupons or gift cards that are restricted transfer, (o) lottery or raffle tickets, sweepstakes entries, slot machines and gambling items, or (p) affiliate marketing; network, or multi-level marketing; pyramid schemes.
Indemnification. You agree to defend, indemnify and hold Swaaap, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service; (c) any violation by you of these Terms or any applicable law or regulation; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these Terms and/or your use of the Service.
License to Swaaap . Except for material we may license to you, Swaaap does not claim ownership of the materials and/or content you submit to the Website (“ Content”). However, by using the Service you grant Swaaap a worldwide, royalty-free, non-exclusive license to collect, use and store such Content solely for the purpose of providing the Service. Said license will terminate within a commercially reasonable time after you or Swaaap terminate your account. You also grant us the right to compile anonymous, aggregate statistical data derived from Content and your use of the Services which we may use without restriction. You represent and warrant that you have the necessary right and authority to grant us the licenses granted herein, and you shall defend, indemnify and hold us harmless for any breach of this representation or warranty by you.
TERM AND TERMINATION
Termination by You . You may terminate your account and/or stop using the Service at any time.
Termination by Swaaap . Swaaap may at any time, under certain circumstances and without prior notice, immediately terminate the Trial or suspend all or a portion of your account and/or access to the Service. Cause for such termination shall include, but not be limited to: (a) violations of the Terms or any other policies or guidelines that are referenced herein and/or posted on the Service or Website; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Service or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Service to you is or may become unlawful; (f) unexpected technical or security issues or problems; or (g) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by Swaaap in its sole discretion, and Swaaap will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.
Effect of Termination . On termination, you will lose all access to the Service and any portions thereof, including, but not limited to, any Content associated with your account.
IMPORTANT DISCLAIMERS AND SERVICE LIMITATIONS
THE WEBSITE AND SERVICE ARE PROVIDED "AS IS." SWAAAP SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES AND CONDITIONS OF ANY KIND RLATING TO THE WEBISTE AND THE SERVICE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBISTE OR THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE WEBSITE OR THE SERVICE IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OR CORRUPTION OF DATA THAT RESULTS. YOU FURTHER ACKNOWLEDGE THAT THE WEBSITE AND THE SERVICE ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SWAAAP OR THROUGH OR FROM THE WEBSITE OR THE SERVICE SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
UNDER NO CIRCUMSTANCES SHALL SWAAAP BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE WEBSITE OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE OR THE SERVICE, ANY BUGS, VIRUSES OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR THE SERVICE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SWAAAP’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID SWAAAP IN THE PRIOR 12 MONTHS (IF ANY) THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY THE APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
Access to Your Account and Content. You acknowledge and agree that Swaaap may access, use, preserve and/or disclose your account information and content if legally required to do so or if we have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to: (a) comply with legal process or request; (b) enforce these Terms, including investigation of any potential violation thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d) protect the rights, property or safety of Swaaap, its users or the public as required or permitted by law.
Feedback. We welcome your suggestions, comments and feedback on the Service (“Feedback”) especially during this beta-testing phase as it helps us to improve the product and our services. If you provide us with Feedback you agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) Swaaap (including all of its successors and assigns) may freely use such Feedback without any restrictions; and (d) you are not entitled to receive any compensation or re-imbursement of any kind.
Export Control. Use of the Service may be subject to the export and import laws of Canada, the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list.
Notices . Swaaap may provide you with notices regarding the Service, including changes to these Terms, by email or by postings on the Website.
Governing Law & Disputes. This Agreement shall be governed by the laws of the Province of Ontario, Canada. No choice of laws rules of any jurisdiction shall apply to this Agreement. The courts of the Province of Ontario shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the Website and the Service and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. You agree that any claim or cause of action arising out of or related to these Terms or the use of the Service must be filed within one (1) year after the cause of action arose or be forever barred.
Questions/Contact . If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the Service, please contact us at: firstname.lastname@example.org.
Last Updated: August 25, 2015