Business Terms of Service

Welcome to Swapsity B2B, a bartering service for the Greater Toronto Area entrepreneurs, freelancers, start-ups and small business owners. The service is operated by Swapsity.

We make every effort to ensure that the Swapsity B2B site (“Swapsity”, “we”, “us” and terms of similar meaning) is enjoyable, convenient and easy to use for all our visitors, users and registered members (the “User” or “Users”). Our Business Terms of Service (the “User Agreement” or “Agreement”) describes the terms and conditions that govern the use of our services available under the domain name of business.swapsity.ca (the “Site”) as well as policies that help to promote trust between Site members. They are designed to make sure that Swapsity works for everyone.

This policy is effective of June 1, 2015.

Last Modified: February 21, 2019.

Please read this Agreement carefully. By accessing or using the site you acknowledge and accept this User Agreement and any other policies incorporated by reference, whether or not you create a Swapsity B2B member account. If you do not accept and agree to be bound by all of the terms of this Agreement, including our Privacy Policy, please do not use the Service.

This Business Terms of Service forms a legally binding agreement between Swapsity and you or the legal entity that you represent (hereinafter “You”).

1. Our Service

Swapsity B2B provides a service (the “Service”) which facilitates barter exchanges among Users. We are a business bartering community that enables the exchange of various goods and services (the “Items”) and occasional cash exchanges. Users usually meet in person to barter. The Service is currently available to entrepreneurs and small business owners in the Greater Toronto Area only. We are not a party to the trade but merely offer a Service that brings together the parties involved in the trade.

2. Registration

To become a Registered User and to access Services you must create an account. You agree to provide true, accurate and complete information as prompted by the membership form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness.

Any material, information or other communication you submit to Swapsity via its online Service, email communication, phone call or any other mode of communication will be considered non-confidential. Unless there is a Confidentiality Agreement signed with Swapsity, all communication is considered non-confidential.

3. Business Swapper Etiquette

Swapsity B2B is committed to building a safe, trustworthy, and reliable business bartering community for all Users, thereby facilitating beneficial transactions and trustful trading relationships. Please familiarize yourself with our Business Swapper Etiquette, which forms a part of this Agreement.

4. Community Honour System

As a User of our Service, you agree to uphold the highest standards of business integrity and ethics in the conduct of all activities when working with Swapsity B2B as well as bartering with your fellow Users. The honour system is in effect when arranging and carrying out trades for all parties involved.

5. Fees and Payment Terms

Registration with Swapsity B2B is currently free of charge. We charge each party a fee (the “Service Fee”) based on the market value of the services exchanged for each barter exchange arranged via Swapsity B2B, as well as charge members for optional services (the "Add-on Fees"). Our fees are listed here. The same Service Fee also applies to any cash transactions arranged by Swapsity B2B as well as renewals of trades. The Service Fee is non-refundable. Payment is due within three (3) business days of receiving an invoice from us. We have a $35 late fee for invoices paid ten (10) business days late. You are responsible for paying your Service Fee on time. Payment can be made through email money transfer (Interac e-Transfer through online banking), or via PayPal (credit card or PayPal account). If you owe late fees, your account may be suspended for non-payment.

We reserve the right to change our Service Fee and introduce new Services at any time, at the sole discretion of Swapsity and upon reasonable notice posted in advance on the Site.

Swapsity may also choose to waive Fees or offer discounts at its discretion. Unless otherwise stated, all Fees are in Canadian dollars.

If we exercise our right to cancel a membership as provided under these Business Terms of Service, at any time, any fee(s) paid to us are non-refundable.

6. Taxes

The User is obliged to fulfill any tax obligation and any other obligations towards government authorities arising from the use of the Site. Users acknowledge that business barter transactions are subject to federal and/or provincial incomes or sales taxes in Canada. They may result in taxable income and/or tax-deductible expenses.

Users are responsible for paying applicable taxes and are advised to consult a qualified chartered accountant or a tax professional to ensure appropriate tax treatment of taxable transactions as well as consult applicable tax laws for any barter related updates. Swapsity shall not be responsible for notifying Users of such taxes, collecting such taxes on behalf of Users, or remitting such taxes to appropriate authorities. We only provide general guidelines related to tax treatment of business barter transaction in Canada, which is not a substitute for professional tax advice. While we attempt to provide helpful information, we cannot guarantee it is current and complete. You are solely responsible for seeking advice of a professional accountant to ensure proper reporting of business barter transactions. Under no circumstances is Swapsity responsible to pay any taxes on behalf of any User.

The declaration and reporting of applicable taxes resulting from trade transactions rests solely with the User. User agrees to indemnify and hold Swapsity harmless for any actions Swapsity takes to comply with federal, state or provincial, and local laws.

7. Formal Invoices for Bartered Services

Users are solely responsible for issuing formal invoices or receipts to one other for bartered business service(s) as well as recording and tracking the market value of your trade(s). Swapsity assumes no responsibility for issuing any formal invoices for services exchanged between the Users. We can only provide you with an invoice for our Service Fee.

In the event of an audit of Swapsity, User agrees to promptly cooperate with Swapsity and relevant authorities as well as provide copies of User’s tax returns and other documents as may be reasonably requested for purposes of such audit.

8. Your Interactions with Other Users

Swapsity B2B operates as venue only.

We assist in introducing and connecting you to other Users, however we are not involved in any transactions between the Users. While we make every effort to ensure you have a good trading experience, we cannot guarantee the outcome.

You are solely responsible for your interactions with the other Users. Swapsity cannot confirm each User’s identity. You understand that we currently do not conduct background checks or screenings on our Users. We also do not inquire into the backgrounds of all of our Users or attempt to verify the statements of our Users. Swapsity B2B makes no representations or warranties as to the conduct of Users or their compatibility with any current or future Users. Your interactions with other Users and your use of User Content are entirely at your own risk. Swapsity reserves the right, but has no obligation, to monitor or become involved in disputes between you and other Users.

Furthermore, we have no control over the quality, safety, legality or condition of Items advertised, truth or accuracy of listings or feedback, the ability of Users to deliver, mail, or provide swapped Items or other acts or omissions on the Site. We cannot ensure that the owner of the swapped Items will actually complete the transaction. Parties to a transaction are responsible for taking any due diligence steps (e.g. seeking recommendations, drafting a contract, asking questions) as well as for the accuracy and legality of their own Items and inquiring about or inspecting Items available for exchange or purchase.

We cannot guarantee the suitability, safety or ability of your fellow User. It is solely your responsibility to determine if a User will meet your business needs. Our Business Swapper Etiquette and Swap Cancellation Policy, which form a part of this agreement, establish norms and promote integrity and positive behaviour among our members. We are not however responsible for the conduct of any User. Swapsity shall not have any liability arising from or in any way related to your transactions or relationship with fellow Users. In no event shall Swapsity, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Service including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other Users or persons you meet through the Service.

You agree to exercise common sense to protect your personal safety, business interests and property and take all necessary precautions in all interactions with other Users, particularly if you decide to communicate off the Service or meet in person, or if you decide to send money to another User. You understand that we make no guarantees, either express or implied, regarding your ultimate compatibility with individuals you meet through the Service. NEITHER SWAPSITY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE AND YOU HEREBY RELEASE SWAPSITY AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. SWAPSITY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE.

9. No Warranty As To Each User’s Purported Identity

Because User identification on the internet is difficult, we cannot and do not confirm each User's purported identity. While we may provide some information about a User, such information is based solely on the data that the User submits and we provide such information solely for the convenience of Users.

Swapsity cannot and does not assume any responsibility for the accuracy or reliability of identity information. You are solely responsible for determining the identity and suitability of other Users whom you may contact by means of the Service.

10. No Endorsement

This Site compiles feedback, reviews and comments from certain Users and may publish such opinions and comments in the User’s profile. Reviews published do not convey the recommendations or endorsement of any specific Company or individual by Swapsity.

It is the responsibility of the User to evaluate the accuracy, completeness, or usefulness of any opinion, advice, or other User Content available through the Service, including the credentials of your fellow User.

11. Matching and Introductions

As part of our Service, we may introduce you to compatible matches. Such introductions do not constitute an endorsement of a fellow User on our part. It is your sole responsibility to exercise due diligence (e.g. check their credentials, put the barter agreement in writing), just as you would in any other business transaction, when working with another professional. While we care about building a community of dependable professionals and finding mutually beneficial exchanges for you, as well as take steps to promote a culture conducive to our Users’ business success, we cannot guarantee the outcome of your trade(s).

Additionally, you give us permission to provide your relevant contact information (e.g. email or phone number) as well as business information (e.g. projects you need help with, your credentials) you submit online or when you communicate with us to any Users who we deem as suitable matches for your business needs. You can login to our system to update your profile and business needs to keep them up-to-date.

12. In-Person Exchange

Face to face meetings between Users for the purpose of concluding or performing transactions entered into through the Site, or for any other purpose whatsoever, are undertaken at User’s own risk. Swapsity cannot accept any responsibility or legal liability for meetings arranged by Users through the Site or otherwise.

Users are also responsible for any and all costs and out-of-the pocket expense associated with their trade.

13. Cancellation Policy

Both bartering parties are obliged to complete their barter within set timelines, as they have agreed. However, in the rare instance that a trade goes awry, our Cancellation Policy applies to protect the members engaged in the exchange.

14. User Responsibilities and Restrictions

Each User acknowledges and agrees that:

By becoming a member you are giving assurance you are entitled to legally conduct business in Ontario, Canada;
By joining you are giving assurance that if your profession is regulated in the province of Ontario, you meet the necessary professional qualifications and specific license requirements;
You will provide true, accurate, current and complete information about yourself and your business as prompted by the registration (membership) process;
You will maintain and promptly update your membership information provided during registration to keep it true, accurate, current, and complete;
You have the legal power and authority to enter into this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such an entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have such authority, please do not use the Service.
You are responsible for all of your activities as well as swap or sale transactions in connections with your member account;
You will not to use Swapsity for any unlawful purposes or post any Prohibited Items or services. Users are requested to notify the Site if they notice any prohibited or questionable Items or services being exchanged;
You will conclude all Item exchanges promptly and in accordance to timelines agreed with your fellow swapper;
You will not use or abuse other Users’ personal information in the course of a transaction for purposes other than intended (e.g. delivering a service, shipping the Item, meeting in person to exchange services, communicating with other User about the service). Harvesting of email addresses is strictly prohibited;
If you accept a swap, you are obligated to complete the transaction based on the agreed terms and timelines with the other party unless: a) the transaction is prohibited by law and/or Items in the transaction are illegal or questionable; b) the ‘seller’ materially changes the Item or service description or the actual Item or service does not conform to the ‘sellers’ posted description; c) both parties mutually agree to nullify the transaction; d) Force majeure event occurs that makes it impossible for one party to perform the duties of the agreement;
It is your sole responsibility to keep track of your trades (e.g. dollar value, services traded, swap dates, terms of trade, contact information of your fellow swapper) and its status as well as issue official business receipts to your fellow swapper for accounting and tax purposes. Swapsity has no obligation to maintain any back-ups of your content;
You may not restrict or inhibit any other User from enjoying the site;
You will not post any false, inaccurate, misleading, defamatory, or libelous content (including Personal Information) and will not misrepresent yourself or your Item and service listings;
You will not violate the privacy rights of any party, infringe the intellectual property of any third party and will abstain from posting any copyrighted images or content on the Site;
User will not threaten, blackmail or abuse any User on the site. User may not post any slanderous remarks, racial or ethnic slurs or other defamatory remarks in the other User’s feedback or any other form of communication with other User;
User will not interfere with Swapsity’s operations and may only use the Site for its intended purpose. You may not a) corrupt the security or functionality of the Site or violate the security of any computer network; b) try to gain unauthorized access to the Site or other User’s Personal User Information; c) break or bypass security, crack passwords or security encryption codes; d) transfer or store any illegal material; e) flood or deliberately attempt to overload the system or the Site; f) “spam” the Site or any of its Users or run any other processes that interfere with the Site and its operations;
User may not transfer their account and username to any other party;
User may not to create a new account to escape bad reputation after being suspended or terminated from the Site for violation(s); and
User must be at least 18 years of age and be a resident in Canada to use the Site.

We reserve the right to revoke or suspend your membership for any reason at any time, including as a result of violation of this Agreement, without notice.

15. Passwords

Your account belongs to you. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your account. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You agree to keep your password secure and confidential and not share your password or let anyone else access your account. Swapsity cannot and will not be liable for any loss or damage arising from your failure to comply with the above. You will not attempt to or actually access the Service by any means other than through the interfaces provided by Swapsity.

16. CASL Compliance and No Spam

We have a “zero-tolerance” policy towards SPAM. You agree not to collect Users' personal and/or contact information. You may not use our Service to send commercial or other messages to any User(s) if those messages are not solicited, authorized or welcomed by fellow User(s). In the use of the Service, you agree to comply with all applicable laws, including laws that apply in any jurisdiction to SPAM and marketing practices, and with any applicable marketing association guidelines on ethical marketing practices. If you receive spam originating from a fellow member, please inform us. You are fully responsible for complying with Canada’s Anti-Spam Law (CASL) requirements when communicating with Swapsity B2B members. You hereby agree to indemnify and hold harmless Swapsity against any costs, damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to your use of the Service. You acknowledge that you are responsible for the content of any emails or messages sent in connection with our Service. Sending spam may result in, among other things, termination or suspension of your account or access.

In connection with your use of our Service, we may send you emails concerning potential barter opportunities, internal system notifications, administrative messages and other relevant information. Other members may also email you regarding business bartering. Such communication facilities your barter arrangements. In compliance with Canada’s Anti-Spam Law (CASL), we require all our members to consent to receiving such communication from us and fellow Users. This consent is captured when you register for membership. Be becoming a member, you agree to receiving emails from Swapsity and other Users. If you do not wish to receive such communication, please do not register with us or contact us to close your account. You will also need to opt-in to receive our newsletter. You can unsubscribe from it when you no longer wish to receive it.

17. Prohibited Items

Swapsity B2B prohibits the listing, sale or exchange of any Items that are illegal or questionable under any applicable law or statute. Users may not use Swapsity B2B to offer or receive any Items which are a part of a Multi-level Marketing, Pyramid and/or Matrix Programs.

18. Content

Swapsity is under no obligation to review any posted messages including pictures, information or content (“User Content”) posted on the Site by Users and assumes no responsibility or liability relating to any such postings. Notwithstanding the above, Swapsity may from time to time monitor the User Content on the Site and may decline to accept, modify and/or remove any User Content that contains:

Unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any applicable local, provincial, federal, or international law;
Prohibited Items, questionable Items or misleading Item offers;
Copyrighted images or pictures;
Advertisements or solicitations that violate Swapsity’s policies or that Swapsity objects to for any reason whatsoever;
Messages posted by Users impersonating others;
Personal information posted ‘publicly’ such as messages that state phone numbers, social insurance numbers, addresses, passwords, financial information or other sensitive information;
Duplicate postings; and
Any other messages to which Swapsity objects and at its sole discretion decides to remove.

Swapsity reserves the right to move any mis-categorized Item and service postings to an appropriate category without notice to Users.

19. Your Content in our Services

When you use our Service, you provide us with things like your logo, photograph(s), Item pictures, files, email, contact information and so on ("Your Stuff"). You retain ownership of any intellectual property rights that you hold in that User Content. In short, what belongs to you stays yours. These Terms don't give us any rights to Your Stuff except for the limited rights that enable us to offer the Service.

We need your permission to do things like hosting Your Stuff, connecting you with fellow members when we find a match and so on. Some of our features may also require our systems to access, store and scan Your Stuff. You give us permission to do those things and this permission extends to trusted third parties we work with.

When you upload, submit, store, send or receive content to or through our Service, you give Swapsity and those we work with, a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Service), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Service, and to develop new ones. This license continues even if you stop using our Service (for example, for a business swap transaction you made via Swapsity or feedback you received from a fellow User). Make sure you have the necessary rights to grant us this license for any content that you submit to our Service.

20. Reporting Violations

To report Items, listings, images or User Content that violate our User Agreement or violate your intellectual property or privacy rights and need to be removed, please notify us via our contact us form. If the complaint is urgent, please indicate so in the title header and provide all necessary details and your contact information.

21. Submission of Suggestions, Ideas or Comments

By submitting comments, suggestions, Site feedback or ideas to us, including suggestions for improvements to the Site, Users do not enter into a contractual or confidential relationship with Swapsity. Users agree that the content of their submission will become the sole property of Swapsity and Swapsity will be entitled to use such submissions for any reason, in any medium, in perpetuity, without any liability or obligation and without compensation. Users further agree that any review of their submissions by the Site does not imply that such submission is original and Users acknowledge that Swapsity may have independently created or might in the future independently create something substantially similar or identical to such submission with no liability or obligation resulting therefrom. Submissions and suggestions sent to Swapsity will be treated as non-proprietary and non-confidential and will become the property of Swapsity, which may or may not use same for any purpose.

22. Law and Regulations

User access to and use of the Site is subject to all applicable international, federal, provincial and local laws and regulations. Use of Swapsity B2B Services is restricted to the residents of Ontario who are of full age and legal capacity.

23. No Warranties

All content, products, and services on the Site, or obtained from a web site to which the Site is linked (the “Linked Site” or “Linked Sites”) are provided to you “AS IS” without warranty of any kind either express or implied including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, title, non-infringement, security or accuracy. Swapsity does not endorse and is not responsible for (a) the accuracy or reliability of any opinion, advice, or statement made through the Site or a Linked Site by any party other than Swapsity, or (b) the capabilities or reliability of any Item, product or service obtained from the Site or a Linked Site. Under no circumstances will Swapsity be liable for any loss or damage caused by a User’s reliance on information obtained through the Site or a Linked Site, or User’s reliance on any product or service obtained from the Site or a Linked Site. It is the responsibility of the User to evaluate the accuracy, completeness or usefulness of any opinion, advice or other content available through the Site, or obtained from a Linked Site. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific opinion, advice, product, service, or other content.

24. Third Party Services/Disclaimer

Any online swap or sale transactions or agreements are solely between you and the other party or parties who are providing their Items, products, skills or services or with whom you are bartering for Items, services or products. Swapsity accepts no responsibility whatsoever for any of the transaction terms or methods, including but not limited to purchase terms, payment terms, warranties, guarantees, maintenance, and delivery. Swapsity is not a party to the transactions entered by Users. USERS AGREE THAT THE USE OF SWAPSITY’S SERVICE IS AT THE SOLE RISK OF THE USER AND IS WITHOUT WARRANTIES OF ANY KIND BY SWAPSITY, EXPRESS, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT OR IN THE CASE OF SERVICES, OF THE RELIABILITY, SKILLS, PERFORMANCE OR LACK THEREOF OR CREDENTIALS OF SERVICE PROVIDERS. SWAPSITY ABSOLUTELY DOES NOT GUARANTEE OR WARRANTY THAT SERVICE OR PRODUCT PROVIDERS WILL PROVIDE THE SERVICES AND PRODUCTS CONTRACTED FOR THROUGH THE SWAPSITY SERVICE. UNDER NO CIRCUMSTANCES IS SWAPSITY LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN USERS AND PRODUCT OR SERVICE PROVIDERS OR FOR ANY INFORMATION APPEARING ON PRODUCT OR SERVICE PROVIDERS’ SITES OR ANY OTHER SITE LINKED TO THE SWAPSITY SITE. SWAPSITY WILL NOT BE LIABLE TO USERS FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND THAT MAY RESULT FROM USE OF OR INABILITY TO USE THE SWAPSITY SERVICE. SWAPSITY IS NOT RESPONSIBLE FOR RESOLVING DISPUTES BETWEEN OR AMONG USERS.

25. Release

In case of a dispute with one or more of the Users or a Third Party, you agree to release Swapsity from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected to such disputes(s).

26. Copyright/Trade Marks

The trade marks, logos, and service marks (“Marks”) displayed on the Site are the property of Swapsity or other parties. Users are prohibited from using any Marks belonging to Swapsity or other parties for any purpose, including, but not limited to use as metatags on other pages or sites on the World Wide Web without the written permission of Swapsity or such third party which may own such Marks. All information and content including any software programs available on or through the Site (“Content”) or used to create and operate the Service is the property of Swapsity or its licensors is protected by Canadian and international copyright law, and all rights to the Service, such Content and such software are expressly reserved. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the Site for commercial or public purposes. Users are further prohibited from knowingly or unknowingly submitting to Swapsity for posting or publication, or themselves posting or publishing on the Site, any material which violates or infringes any copyright, trade mark, trade secret, patent, statutory, common law, or other proprietary right of others. Please use your own photographs and descriptions of products and services thereby avoiding potential infringement of intellectual property rights of others.

27. Limitations of Liability for Use of the Site and Linked Sites

The description of Items and services offered on the Site or a Linked Site may include inaccuracies or typographical errors, and Swapsity specifically disclaims any liability for such inaccuracies or errors. Changes are periodically made to the information on the Site and Linked Sites. Swapsity may make improvements or changes to the Site at any time. You agree that IN NO EVENT shall Swapsity be liable, whether in contract, tort, strict liability or otherwise, for any direct, indirect, punitive, consequential, incidental, moral or special damages (including without limitation lost profits, cost of procuring substitute services or lost opportunity) arising out of or in connection with the use of the Site or a Linked Site, or with the delay or inability to use the Site or a Linked Site, EVEN IF SWAPSITY IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect a User’s equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g. you cannot access your internet service company), unauthorized access, theft, operation errors, strikes or other labour problems or force majeure. Swapsity cannot and does not guarantee continuous, uninterrupted or secure access to the Site. SWAPSITY ASSUMES NO LIABILITY FOR DAMAGES OF ANY KIND THAT RESULT FROM VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT.

28. Limitation of Liability for Services Arranged Through the Site

You agree that Swapsity is a mere agent for the Items, services and products available through the Site. Any and all claims regarding any failure or breach with respect to the Items, services or products offered through the Site are limited to claims against any and all Users, User Group or Third Parties providing such Items, services or products. Swapsity hereby disclaims any liability, whether based on contract, tort, strict liability or otherwise, including without limitation liability for any direct, indirect, punitive, consequential, incidental, moral or special damages, in connection with the Items, services or products provided by any User, User Group or Third Party through the Site, including without limitation liability for any act, error, omission, injury, loss, accident, delay, or irregularity which may be incurred through the fault, negligent or otherwise, of such User, User Group or Third Party, and you hereby exonerate Swapsity from any liability with respect to the same.

29. Liability Limit

Our liability to you or any Third Parties in any circumstances is limited to the lesser of the amount of Fees you pay to us in the 12 month period prior to the action giving rise to liability or $150.

30. Indemnification

Users agree to indemnify, defend, and hold Swapsity and its owners, lawyers, developers, contractors and linked sites (collectively “Affiliated Parties”) harmless from any and all damages (of any kind including attorney’s fees), liabilities, costs, claims, losses, expenses, including reasonable legal fees, resulting directly or indirectly from or arising out of a) your violation of the Agreement or policy of the site b) your use of the Site, the Service and the User Content, and/or c) the User Content you make available on the Service.

31. Confidentiality of User Communications

Please refer to our Privacy Policy.

We also reserve the right at all times to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Swapsity, its Users and the public.

32. Linked Internet Sites

Swapsity prohibits caching, unauthorized hypertext links to the Site and the framing of any content available through the Site. Swapsity reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the content available on any other Internet sites linked to the Site. Access to any other Internet sites linked to the Site is at the User’s own risk. Users should be aware that Linked Sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions that differ from the provisions provided on the Site. Swapsity is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions.

33. Changes to Rules and Regulations

Swapsity reserves the right to revise this Agreement, or policies incorporated herein by reference, at any time. Swapsity reserves the right to change the Site at any time at its sole discretion with or without notice to Users. Amended terms shall automatically be binding and effective immediately. It is recommended that you should check this Agreement periodically and familiarize yourself with the latest version of the Agreement. Your continued use of our Site will signify your acceptance of any revised Agreement. You may refer to the date at the top of the Agreement to see the most recent Agreement update. Additionally, any newly introduced feature that augments or enhances the current Service shall be subject to the User Agreement.

34. Violation of Rules and Regulations

Swapsity reserves the right to seek all remedies available at law and in equity for violations of this Agreement, including the right to block access from a particular Internet address to the Site. Swapsity, at its sole business judgment, may terminate this Agreement or suspend the User’s access to the Site upon breach of this Agreement.

35. Termination and Survivability

This Agreement will remain in full force and effect while you use the Service and/or have a Swapsity account. You may disable your account at any time, for any reason, by contacting us directly. Swapsity may terminate or suspend your account at any time without notice if we believe that you have breached this Agreement, or for any other reason, with or without cause, in its sole discretion. Upon such termination or suspension, you will not be entitled to any refund. Swapsity is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account. After your account is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.

After termination of this Agreement for any reason, you acknowledge that Swapsity will have no further obligation to provide the Service or access to the Site. Upon termination, all licenses and other rights granted to you by this Agreement will immediately cease.

36. Force Majeure

We will not be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

37. Use of “Cookie” File Features

Swapsity reserves the right to store information on a User’s computer in the form of a “cookie” or similar file for purposes of modifying the Site to reflect Users’ preferences. Swapsity’s Privacy Policy provides additional information regarding Swapsity’s use of cookies as well as procedures for disabling cookies.

38. Alternative Dispute Resolution

You and Swapsity both benefit from establishing a predictable legal environment in regard to the Service. Our goal is to provide you with a neutral, cost effective and friendly means of resolving the dispute quickly. Accordingly, you and Swapsity explicitly agree that except where prohibited by applicable law, all disputes, claims or other matters arising from or relating to this Agreement or our Service, that otherwise could be resolved in court, shall instead be resolved through the following process (the “Process”):

Get in touch: It is our belief that many disputes can be resolved amicably. Please contact us by phone or email in an attempt to first resolve the dispute informally.
Negotiation and Mediation: If we cannot resolve it informally, Swapsity and you agree to attempt to resolve all disputes by direct negotiations. Both parties agree to negotiate such dispute in good faith. If the result of such negotiation is acceptable to both parties, they agree to document their mutually acceptable agreement. If direct negotiations are not successful, the parties shall then use mediation. They shall first attempt to agree upon a mediator. Mediation is a nonbinding process in which a neutral person helps the parties to try to reach an agreement to resolve their disputes. If unable to agree, the parties shall request and conduct mediation under the Ontario Commercial Mediation Act. Unless otherwise agreed by the parties, any mediation sessions shall be held in Toronto, Ontario. If the parties are dissatisfied with the progress, they will submit their dispute to binding arbitration as further set forth below.
Binding Arbitration: If the dispute is not resolved through negotiation and mediation, the parties shall request, and either party may demand, arbitration pursuant to the Arbitration Act of Ontario. Binding arbitration will be conducted through an established alternative dispute resolution (ADR) provider which shall be mutually agreed upon by all parties. Unless otherwise agreed by the parties, any arbitration hearing shall be held in Toronto, Ontario. The decision of the arbitrator shall be final and binding on the parties and on all persons and entities claiming through the parties. Submission of the dispute to arbitration shall be the exclusive means for resolving the dispute, to the exclusion of any trial by a court or jury.
Injunctive Relief: Either party may request a court to issue such temporary or interim relief (including temporary restraining orders and preliminary injunctions) as may be appropriate, either before or after mediation or arbitration is commenced. The temporary or interim relief shall remain in effect pending the outcome of mediation or arbitration. No such request shall be a waiver of the right to submit any dispute to mediation or arbitration.

To the extent meditation and/or arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario.

Furthermore, except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us.

39. General/Jurisdiction/Governing Law

This Agreement shall include any additional terms, conditions, notices, policies or disclaimers provided by Swapsity, its licensors or vendors in specific areas of the Site. However, in the event of a conflict between such terms and this Agreement, the terms of this Agreement shall control. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and all applicable Federal law without regard to conflicts of law principles.

40. Additional Terms

The following policies are incorporated by reference into this Agreement. Each of these policies may change from time to time:

How to Contact Us

If you have any questions regarding these terms or the use of our Service, please contact us.

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